PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

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Part 2 Issuing CompanyThai Beverage Public Company Limited9.2 Management structureCommittees of ThaiBevThaiBev’s management structure consists of six committees, namely Board of Directors ofThaiBev, Executive Committee, Audit Committee, Risk Management Committee, NominationCommittee and Remuneration Committee.9.2.1 Board of Directors of ThaiBevAs of October 1, 2008, our Board of Directors consisted of 21 Directors as follows:NamePosition1. Mr. Charoen Sirivadhanabhakdi Chairman2. Khunying Wanna Sirivadhanabhakdi Vice Chairman3. Mr. Narong Srisa-an Vice Chairman4. Mr. Komen Tantiwiwatthanaphan Vice Chairman5. Mr. Staporn Kavitanon Audit Committee Chairman andIndependent Director6. Prof. Kanung Luchai Audit Committee Member andIndependent Director7. Mr. Manu Leopairote Audit Committee Member andIndependent Director8. Mr. Ng Tat Pun Audit Committee Member andIndependent Director9. Mr. Michael Lau Hwai Keong Independent Director10. Prof. Pornchai Matangkasombut Independent Director11. Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director12. Mr. Sakthip Krairiksh Independent Director13. Mr. Vivat Tejapaibul Director14. Mr. Puchchong Chandhanakij Director15. Mr. Panote Sirivadhanabhakdi Director16. Mr. Thapana Sirivadhanabhakdi Director17. Ms. Kanoknart Rangsithienchai Director18. Mr. Sithichai Chaikriangkrai Director19. Dr. Pisanu Vichiensanth Director20. Mr. Ueychai Tantha-Obhas Director21. Mr. Chukiet Tangpongprush DirectorNote:Ms. Vaewmanee Soponpinij is the secretary to the Board of Directors of ThaiBev and the companysecretary of ThaiBev and Mr. Thidi Suwanarat is the assistant secretary to the Board of Directors ofThaiBev.Part 2 Page 91
Part 2 Issuing CompanyThai Beverage Public Company LimitedAuthorized Directors of ThaiBevAuthorized directors who can sign on behalf of ThaiBev are any two directors, except Mr.Staporn Kavitanon, Mr. Manu Leopairote, Prof. Kanung Luchai, Mr. Sakthip Krairiksh, Mr. Ng TatPun, Mr. Michael Lau Hwai Keong, Prof. Pornchai Matangkasombut and Gen. Dr. Choo-ChatKambhu Na Ayudhya, jointly signing together with the Company’s seal affixed.Scope of authorities, duties and responsibilities of the Board of Directors of ThaiBevAccording to the articles of association of ThaiBev, the Board of Directors shall performduties in compliance with laws, the objectives, articles of association, and the resolutions of theshareholders meeting, with loyalty and due care for the interests of ThaiBev.The Board of Directors shall appoint one director as the chairman of the Board of Directors.The Board of Directors may, as deemed appropriate, appoint one or several directors as vicechairman.The vice-chairman shall have duties in accordance with the article of association asassigned by the chairman of the Board of Directors. The Board of Directors of ThaiBev shall convenea meeting at least once in every three months.In any case, the assignment of duties and responsibilities of the Board of Directors ofThaiBev shall not constitute an authorization or sub-authorization which may cause the Board ofDirectors of ThaiBev or its assignee to be able to approve any transaction that such person or otherrelated party may have a conflict of interest (as defined in the Notification of the SEC) or may benefitin any manner or any other conflict of interest with ThaiBev or its Subsidiaries, except when theapprovals of such transactions are consistent with the policy and criteria approved by the shareholdersmeeting or the Board of Directors meeting.Composition and appointment of ThaiBev’s Board of DirectorsThe following is the summary of the composition, appointment, removal or retirement fromthe Board of Directors set forth in the articles of association;1. The Board of Directors of ThaiBev shall consist of at least five persons. No less thanone half of the total number of directors shall reside within the Kingdom of Thailand.The directors shall have qualifications as prescribed by the law regarding publiclimited companies and the law regarding securities and exchange.2. The shareholders meeting shall elect the directors in accordance with the criteria andprocedures as follows:(1) Each shareholder shall have one vote for each share;(2) A shareholder who wishes to exercise the right of nomination may use all thevotes he/she has under item (1) to nominate one or several persons asdirector; however, he or she may not split his or her votes among anycandidates; and(3) The persons who receive the highest votes in ranking order shall be appointedas directors, in the number of directors required or to be appointed on therelevant occasion. In the event that the persons appointed in subsequent orderhave equal votes but their appointment would exceed number of directorsrequired to be appointed in that meeting, the chairman of the meeting shallhave a casting vote.3. At every annual general shareholders meeting, one-third of the directors shall resignon rotation, should the number of directors to be resigned or rotation cannot bePart 2 Page 92
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