TrueSuccess - True Corporation Public Company Limited

82 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDDuring 2004, the Group carried out the transactions with subsidiaries, associates, joint ventures and related companiesand persons as disclosed in the Note 4, Note 9, Note 12, Note 17, Note 22 and Note 32 to financial statements for yearended 31 st December 2004.Measures and Procedures for Approving the Entering into of Connected TransactionsThe Company has measures and procedures for approving the entering into the connected transactions in compliancewith the Rules and Regulations of the office of Securities and Exchange Commission (çSECé) and the Stock Exchange ofThailand (çSETé), and the provisions of the Public Companies Act, i.e. related party transactions must obtain approval fromthe Independent Directors. If any related party transaction is deemed to be a connected transaction, said transaction mustobtain approval from the Audit Committee, the Board of Directors and/or Shareholders Meeting as the case may be,according to the Regulation of the Stock Exchange of Thailand. Moreover, the Company must comply with the terms andconditions of the Common Terms Agreement First Amendment and Restatement Agreement dated 14 th October 2003 whichis the principal debt agreements executed between the Company and its Secured Creditors, and related agreements. Thekey terms and conditions in said Agreement and related agreements with regard to connected transactions specify that theCompany shall not enter into any contract, agreement, or arrangement with any affiliates other than on armsû length openmarket terms. Apart from the foregoing obligation, the terms and conditions of the Shareholders Agreement executed withKreditanstalt für Wiederaufbau dated 22 nd December 1999 specify that the Company shall have to disclose the entering intoany connected transactions of the major shareholders or its affiliates.Policy for Future Connected TransactionsIn addition, in order to strictly comply with the rules and regulations of the SEC and the SET, the Company has appliedsaid rules and regulations in implementing an internal guideline for connected transactions by undertaking a comparativestudy of the connected transactions guidelines from various foreign institutions to enhance transparency and create parallelunderstanding with foreign analysts and investors. With regard to future connected transactions, the Company anticipatesthat there will be connected transactions in the ordinary course of business of the Company with its affiliates and theCompany shall proceed with such transactions in a transparent manner pursuant to the good corporate governance policyof the Company as well as all relevant regulations.