TrueSuccess - True Corporation Public Company Limited

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50 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName14. Mr. Umroong Sanphasitvong Director15. Mr. Heinrich Heims Director16. Mr. Klaus Tuengeler Director17. Mr. Claus Stadler Director18. Mr. Andreas Klocke Director19. Mr. Harald Link Director20. Dr. Lee G. Lam DirectorPositionRemark : Additional information related to the Companyûs Board of Directors is as follows:a) History of Offence : noneb) Debt owed to the Company or its Subsidiaries : nonec) Material Connected Transactions : noneMr. Narong Srisa-an, Dr. Kosol Petchsuwan and Mr. Joti Bhokavani has already taken çDirectors Accreditation Programé(DAP) from Thai Institute of Directors Association (IOD)Mr. Vitthya Vejjajiva, Dr. Kosol Petchsuwan and Mr. Joti Bhakavanij has already taken çChairman 2000éfrom Thai Institute of Directors Association (IOD)Authority and Responsibility of the Board of DirectorsThe Board of Directors is granted the authority and duty to manage the Company in compliance with the objectivesand articles of association of the Company and the resolutions of the shareholders meetings. With regard to the managementof the Company, the Board of Directors has authority to make any decision related to the Companyûs regular operationexcept for the matter required the approval of the shareholders meeting as specified by law. In addition, the Board ofDirectors may grant the authorization to one director or more or any other person to perform any acts on its behalf, however,any decision on major operations such as major investment and major procurement of loan, the management team shallpropose the said transactions to the Board of Directors for approval.Authorized DirectorsMr. Supachai Chearavanont or Mr. Vichaow Rakphongphairoj jointly sign with Mr. Athueck Asvanund or Mr. SoopakijChearavanont or Mr. Chatchaval Jiaravanon to with the Companyûs seal affixed, execute any act, thing or legal actionwhatsoever on the Companyûs behalf.Appointment of DirectorsThe Compensation and Nominating Committee assists the Board of Directors in reviewing and proposing the compensationand nominating directors of the Company prior to proposing to the Companyûs shareholders meeting for final approval.
ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED51With regard to the right of shareholders to appoint directors, each shareholder shall appoint the directors by a majorityvote. All Shareholders have the rights to appoint directors. Each shareholder shall have one right to vote per one share andshall appoint one director or more, provided that he cannot divide his votes to any person to any extent.In selecting an independent director, the Company will take into account of the prospectûs qualifications that requiredby the Stock Exchange of Thailand together with the background and experiences appropriate for the Company businessprior to proposing the nomination of the prospect to the Compensation and Nominating Committee and the Board ofDirectors for further approval.Audit CommitteeAs of 31 st December 2004, the Audit Committee of the Company consists of 3 persons as follows:1. Mr. Vitthya Vejjajiva Chairman of the Audit Committee2. Dr. Kosol Petchsuwan Member of the Audit Committee3. Mr. Joti Bhokavanij Member of the Audit CommitteeThe scope of duty and responsibility of the Audit Committee is as follows:1. To review the Companyûs financial reports to ensure accuracy and adequate information for public disclosure;2. To ensure the appropriateness and effectiveness of internal control system and internal auditing system of theCompany;3. To consider and propose the appointment and remuneration of an external auditor of the Company;4. To regularly review the practice of the Company to ensure the compliance with the regulations of the Securities andExchange Act, Rules and Regulations of the Stock Exchange of Thailand and related law and regulations;5. To review the disclosure of information of the Company to ensure the accuracy and adequacy of said informationin case that there is a connected transaction that may lead to a conflict of interest;6. To prepare the Audit Committee Report on the Corporate Governance with the approval of the Chairman of theCommittee appeared therein to be disclosed in the annual report of the Company; and7. To perform any other act as required by law or as delegated by the Board of Directors.Independent CommitteeThe Independent Committee is responsible for reviewing and monitoring the entering into any connected transactions,which may involve a conflict of interest with the Company. The Committee consists of the following members:1. Mr. Narong Srisa-an Independent Director2. Mr. Joti Bhokavanij Independent Director3. Mr. Klaus Tuengeler KfW-nominated Director (with the alternate of Mr. Andreas Klockeor Mr. Claus Stadler)
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TrueSuccess - True Corporation Public Company Limited

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