Part 2 Issuing CompanyThai Beverage Public Company Limited4.1 Approve payments for investments, administration and committing anytransactions as well as borrowing or requesting for any facility from afinancial institution, lending and being a guarantor.4.2 Approve establishments of Subsidiaries, increase of capital in Subsidiariesand Subsidiaries’ entering into transactions and other operations.4.3 Approve annual budgets of Subsidiaries.However, in relation to approvals for entering into any transactions constitutingobligations on ThaiBev such as borrowing or requesting for facility from a financialinstitution or being a guarantor, the Executive Committee shall be empowered toapprove such transactions, to the extent that it will not cause ThaiBev’s Debt toEquity Ratio of the quarter in which the approval is granted to exceed 1:1 or 1 time.In relation to other approvals, apart from those constituting obligations as mentioned,the Executive Committee shall be empowered to approve, in that quarter, within theamount of Baht 5,000,000,000 (Net Baht Five Billion) or equivalents. The ExecutiveCommittee shall report all approvals related to the entering into the transactions to theBoard of Directors of ThaiBev in the next Board of Directors meeting.5. Approve the annual budget for increase or adjustment of salary and bonus paymentfor employees of ThaiBev and its Subsidiaries;6. Approve payments as determined by Board of Directors of ThaiBev;7. Propose the efficient organization and management structure of ThaiBev and itsSubsidiaries to the Board of Directors of ThaiBev;8. Recruit, employ, terminate employment, promote, impose disciplinary penalty,transfer, adjust salary level, adjust salary rate, and determine bonus, welfare and otherbenefits as well as consider all other remunerations for all levels of employees ofThaiBev. The Executive Committee also has the authority to appoint the president orany appointees of ThaiBev to be the authorized representative of ThaiBev to signrelated employment contracts within the budget approved by the Board of Directorsof ThaiBev;9. Approve the appointment of ThaiBev’s representatives to the Board of Directorsand/or the sub-committee of its’s Subsidiaries in order to supervise all administrativematters as approved by ThaiBev for the efficiency and best interest;10. Supervise and approve matters relating to the operation of ThaiBev it may appoint orauthorize any one or more persons to engage in any act on behalf of the ExecutiveCommittee as it deems appropriate such as appointment of the sub-committee toconsider salary increase and bonus of executive leveled employees ranking fromdirectors to executive vice president, appointment of any of the sub-committees thathave particular knowledge and expertise to manage and monitor before proposing tothe Executive Committee, provided that the Executive Committee is entitled torepeal, change or modify the scope of the authorization; and11. Perform any other act as delegated by the Board of Directors of ThaiBev.However, the granting of authorities, duties and responsibilities of the Executive Committeeshall not grant or sub-grant power that cause the Executive Committee or the authorizedrepresentative being able to approve any transaction in which the Executive Committee or authorizedrepresentative, or any related person may have any conflict of interest with ThaiBev or itsSubsidiaries (as defined in the Notification of the SEC). Such approval must be proposed to thePart 2 Page 97
Part 2 Issuing CompanyThai Beverage Public Company Limitedmeeting of the Board of Directors of ThaiBev and/or the meeting of shareholders, as the case may be,for the approval, as stipulated in the articles of association of ThaiBev or Subsidiaries, or anyapplicable laws.9.2.3 Audit CommitteeAs of October 1, 2008, the Audit Committee consisted of four members as shown below.NamePosition1. Mr. Staporn Kavitanon Chairman of the Audit Committee2. Prof. Kanung Luchai Audit Committee Member3. Mr. Manu Leopairote Audit Committee Member4. Mr. Ng Tat Pun Audit Committee MemberNote:Mr. Somsak Saekuay is the secretary to the Audit Committee.Scope of authorities duties and responsibilities of the Audit Committee1. Ensure the correctness and reliability of the preparation process and informationdisclosure in the financial reports of ThaiBev and its Subsidiaries by ensuring coordinationbetween the internal and external auditors and management, both quarterlyand annually;2. Ensure that ThaiBev and its Subsidiaries have appropriate and effective internal auditsystems;3. Ensure that there is no conflict of interest by reviewing the connected transactionsmade between ThaiBev or its Subsidiaries and connected persons;4. Review and ensure that ThaiBev and its Subsidiaries comply with the securities andexchange laws, regulations of the SET and the SGX-ST, and the laws relating toThaiBev’s business;5. Evaluate and approve the scope of auditing and annual audit plan of the Office ofInternal Audit as well as any significant changes in the audit plan;6. Evaluate audit results and the recommendations made by external auditors and theOffice of Internal Audit and follow up the implementation of such recommendations;7. Propose the appointment of the external auditors of ThaiBev and its Subsidiaries andaudit fees to the Board of Directors for approval of the shareholders meeting;8. Review and ensure the independence of external auditors including other services,other than auditing, rendered by the auditors and relevant remuneration annually;9. At the end of financial year, prepare the Audit Committee report which will bedisclosed in ThaiBev’s annual report. The report must be signed by the chairman ofthe Audit Committee;10. Be able to invite the executive directors, executives or any related persons to provideuseful information, or to participate in meetings. The Audit Committee can also inviteany legal counsel, and external auditor or internal auditor to participate the AuditCommittee meeting;Part 2 Page 98