PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

Part 2 Issuing CompanyThai Beverage Public Company Limited9.7 Corporate GovernanceThe Board of Directors of ThaiBev has promoted and supported the compliance with theprinciples of good corporate governance in accordance with the Principles of Good CorporateGovernance for Listed Companies of 2006 as prescribed by the SET. The principles of good corporategovernance can be divided into five sections as follows:Section 1Rights of shareholdersThaiBev has become aware of and accorded priority to the fundamental rights of theshareholders, by considering the shareholders as investors and owners of ThaiBev. The fundamentalrights of the shareholders include receiving profit sharing from ThaiBev, receiving adequateinformation about ThaiBev, having other rights relating to participation in the shareholders meeting,expressing their opinion, making decisions on important matters of ThaiBev e.g. allocation of thedividend, appointment or removal of directors, appointment of the auditor, approval of importanttransactions which affect the progress of ThaiBev’s business operation, and amendments to thememorandum and articles of association.ThaiBev has the policy to facilitate the shareholders and arrange sufficient time forshareholders meetings. ThaiBev sends the notice to convene a shareholders meeting, includingrelevant information on each agenda item, to shareholders at least seven days prior to the meeting date(or such other days as required by the Office of the SEC and the SET). In the case that anyshareholder cannot attend a shareholders meeting in person, ThaiBev allows such shareholder toappoint a proxy, either an independent director or any other person, to participate in the meeting on itsbehalf. The proxy can be appointed by using a proxy form prepared by ThaiBev attached to the noticeconvening the meeting.The opinion of the directors will be provided for each agenda item for the shareholders tomake a decision to participate and vote in the meeting. The Company treats all shareholders equallyin expressing their opinion and raising questions in meetings. Relevant directors and managementwill participate in the meeting to provide responses to any inquiries and important inquiries will berecorded in the minutes of the meeting in order to be examined by the shareholders.Not only does ThaiBev make various disclosures via the SGX-ST to communicate with theshareholders, Mr. Richard W. Jones, head of Investor Relations Unit, works closely with the topmanagement of ThaiBev to ensure a timely disclosure. This unit arranges quarterly and annuallybriefings following the disclosure of interim and full year results, so that investors may question themanagement about financial, marketing or strategic issues. In each quarter, the unit regularly meetswith investors to communicate about the policies and strategies of ThaiBev so that investors have agood understanding of ThaiBev. The Investor Relation Unit also provides timely and detailedinformation via its corporate website.Section 2Equality of shareholdersThaiBev treats all shareholders equitably and also facilitates shareholders to participate inmeetings, express their opinions and raise any questions on each agenda at the meeting, as well asallowing shareholders to receive complete, sufficient and timely information in support of theirdecision making. In voting, the shareholders have the right to vote on each proposed agenda item.The meeting is conducted in accordance with the articles of association and follows the orderas specified in the meeting agenda. At each meeting, the agenda of the meeting will be clearlyspecified with the relevant documents delivered to the shareholders. In any agenda item, especially animportant matter, the shareholders will need time to study prior to making a decision, of which theshareholders have not been informed in advance, will not be discussed in a meeting. In the case thatany shareholder cannot attend a shareholders meeting in person, ThaiBev allows such shareholder toPart 2 Page 110