TrueSuccess - True Corporation Public Company Limited

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48 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDThe Company has not paid or declared any dividends on its issued shares since operation commencement. TheCompany can pay dividends only out of its profits after deducting its cumulative losses, and only if it has set aside as a legalreserve. The Companyûs restructuring agreement also limits its ability to pay dividends until all of its indebtedness is repaidin full.The Companyûs principal shareholders have entered into a shareholdersû agreement under which they agreed to vote forand cause their representatives appointed to the Companyûs Board of Directors to declare an annual dividend equal to atleast 50% of its net profits for that year, after statutory reserves and subject to availability of cash, the regulations of the SET,and its credit facilities. Before dividends can be paid to holders of its ordinary shares, however, dividend payments onpreferred shares must be paid in full. Within March 31, 2008, the eighth anniversary from the date its preferred shares wereissued, the Companyûs preferred shareholders are entitled to receive cumulative dividends at the rate of Baht 1 per share perfiscal year. After March 31, 2008, holders of our preferred shares are entitled to a non-cumulative dividend at the rate of Baht0.01 per share per fiscal year. The right to receive cumulative dividends for any fiscal year in which the payment of thosedividends was not declared ceases once a holder converts its preferred shares into ordinary shares.For dividend policy of subsidiary company, each subsidiary companyûs Board of Directors will consider the payment ofdividends from the balance of cash flows compare with capital investment of individually subsidiary company. Subject to theavailability of cash flows of subsidiary company and only if it has set aside as a legal reserve, each Board of Directors ofindividually subsidiary company shall consider the payment of dividends just in case.
ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED49ManagementManagement Structure of the Company consists of the Board of Directors, the Committees and the executive officers,details of which are as follows:Board of DirectorsAs of 31 st December 2004, the Board of Directors comprises of 20 directors who are (a) Executive Directors(b) Non-Executive Directors including directors representing the creditors, and (c) Independent Directors means a director who isindependent from a major shareholder or a group of major shareholders and having the qualification as follows:-- not being an employee or a staff member or an advisor who receives a regular salary or any other benefit from theCompany, an affiliated company, associated company or a related company- not holding shares exceeding 0.5 percent, including shares held by a related person, of paid-up capital of theCompany or an affiliated company, associated company or a related companythe ability to take care of the interest of all shareholders equally- the ability to prevent conflict of interest among the Company and its management, major shareholders or othercompanies which have the same group of management or major shareholders as the CompanyThe Board of Directors of the Company is as follows:NamePosition1. Mr. Narong Srisa-an Independent Director2. Mr. Vitthya Vejjajiva Independent Director andChairman of the Audit Committee3. Dr. Kosol Petchsuwan Independent Director andMember of the Audit Committee4. Mr. Joti Bhokavanij Independent Director andMember of the Audit Committee5. Mr. Dhanin Chearavanont Chairman6. Mr. Sumet Jiaravanon Vice Chairman7. Dr. Ajva Taulananda Vice Chairman8. Mr. Chaleo Souvannakitti Vice Chairman9. Mr. Athueck Asvanund Vice Chairman and Group General Counsel10. Mr. Supachai Chearavanont Director, President andChief Executive Officer11. Mr. Soopakij Chearavanont Director12. Mr. Chatchaval Jiaravanon Director and Managing Director-GroupInvestment13. Mr. Vichaow Rakphongphairoj Director, Managing Director andChief Operating Officer
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