PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

Part 2 Issuing CompanyThai Beverage Public Company Limited9.3 Nomination of Directors9.3.1 Nomination of Directors of ThaiBevThaiBev has formed the Nomination Committee to nominate candidates who have appropriatequalifications to be director. At the end of office terms of any director or when it is necessary toappoint more directors, the Nomination Committee will jointly discuss and consider determining theperson(s) with appropriate experience, knowledge and ability to benefit ThaiBev to be a director ofThaiBev. The nomination of the aforementioned person(s) will be proposed to the meeting of theBoard of Directors of ThaiBev and the meeting of shareholder respectively for further approval.The resolution of the meeting of shareholders will be based on the majority of votes of theshareholders attending the meeting and having the right to vote.9.3.2 Internal administration within the CompanyAt present, the Executive Committee of ThaiBev has appointed its representatives, namely thedirectors or executives of ThaiBev, to be directors in its Subsidiaries. It is the Company’s policy inrespect of the board compositions to maintain the ratio of the representatives from ThaiBev acting asdirectors in its Subsidiaries of not less than one-thirds of the board of directors of each Subsidiary.In addition, ThaiBev has clearly set out the scope of approval authority of its Subsidiaries,which includes the authorities of directors and/or executives. The approval authority of Subsidiariesshall be in accordance with the relevant criteria of each Subsidiary with necessity and appropriatenesstaken into account. ThaiBev is the one who determines annual and monthly budgets for eachSubsidiary. In case of approval in the ordinary course of business of each Subsidiary, such Subsidiaryshall be able to proceed without any further approval from ThaiBev for the benefit of business agility.As for matters that are not within the ordinary course of business such as expansion of business orfactory, purchase of shares or business of other entities, co-investment with other companies,incurring debts or long-term encumbrances or any other expenses which are not within ordinarycourse of business, the Subsidiaries must obtain prior approval from the Executive Committee ofThaiBev.The Board of Directors of each Subsidiary shall convene a meeting on a monthly basis inorder to follow-up on and compare the actual performance with the budget as approved by ThaiBevand with the preceding year’s performance. The Executive Committee of ThaiBev will also convene ameeting on a monthly basis to follow up on the performance of its Subsidiaries. Moreover, ThaiBevhas arranged its personnel to regularly monitor each of the Subsidiaries’ cash inflow and cashoutflow. In this regard, the Treasury Office of ThaiBev shall prepare a summary report and submitsuch report to the directors and/or high-leveled executives of ThaiBev on a monthly basis. There isalso a frequent audit of the operations of all Subsidiaries by the Office of Internal Audit of ThaiBevconsisting of more than 100 personnel to monitor the operations of ThaiBev and its Subsidiaries. Thisis to ensure that the Company’s businesses are undertaken in accordance with the policy set forth bythe Executive Committee of ThaiBev and achieve the Company’s targets and objectives. Such dutyincludes monitoring for compliance with laws and official regulations relevant to the Company’sbusiness operations. In order to ensure independent monitoring of the Office of Internal Audit, theywill report directly to the Audit Committee of ThaiBevApart from the administration above, all of the Subsidiaries have entered into the Back OfficeManagement Contract with ThaiBev for the purpose of expense saving. ThaiBev would act as anadministrator of various supporting tasks for its Subsidiaries, including finance, accounting,procurement and personnel.Part 2 Page 104