PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

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Part 2 Issuing CompanyThai Beverage Public Company Limitedappoint 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.Section 3Role of interested partiesThaiBev has accorded priority to various groups of interested parties (e.g. employees andmanagement of the Company), including external parties (e.g. trading parties, government entities andother relevant authorities). ThaiBev is aware that the support and feedback of interested parties willbenefit ThaiBev’s operations and the development of ThaiBev’s business. For this purpose, ThaiBevcomplies with the provisions of relevant laws, rules and regulations to take good care of the rights ofinterested parties. In addition, ThaiBev, has promoted the cooperation between ThaiBev and groupsof interested parties in order to secure the stability of the business in accordance with the followingmethods:Shareholders : ThaiBev is committed to operate its business to render attractiveresults of operation for stable growth and to generate the highestreturns to the shareholders in the long term, as well as to discloseinformation to foster transparency and reliability.Employees : ThaiBev has accorded priority to its employees by considering themas an valuable human resource of the organization, taking intoaccount the suitability of personnel allocation that suits the nature ofresponsibility. ThaiBev will treat all employees fairy. ThaiBev iscommitted to support the potential of its human resources to bringthe best benefit to ThaiBev. ThaiBev also encourages its employeesto contribute to the organization culture, team work, good and safeatmosphere.Competitors : ThaiBev treats its competitors in accordance with the rules ofcompetition, with fairness, ethics and in compliance with the law.Customers : ThaiBev is committed to satisfy and ensure its customers and thepublic that they consume quality products at an appropriate price.Trading Party : ThaiBev will treat its trading parties equally and fairly and will useit effort to jointly seek a fair interest with all trading parties.Community andSociety: ThaiBev is aware of and concerned about the safety in the society,the environment, and the quality of life. ThaiBev also participatesregularly in the activities of the community and society whilestrictly complies with laws and regulations.Section 4Information disclosure and transparencyThe Board of Directors of ThaiBev is responsible for the consolidated financial statement ofThaiBev and the financial information stated in the financial statements. Such financial statement isprepared in accordance with the Generally Accepted Accounting Principles (“GAAP”) by usingappropriate policy, regular compliance and careful consideration, as well as sufficient disclosure ofimportant information in the note to the financial statement in order to ensure the correctness,completion and adequacy of the record of financial information in order to maintain the assets,recognize problems (if any) and prevent ThaiBev from any misconduct or unusual adverse financialsituation. In addition, the Board of Directors of ThaiBev has assigned the Audit Committee,Part 2 Page 111
Part 2 Issuing CompanyThai Beverage Public Company Limitedconsisting of four independent directors, to be responsible for the quality of the financial report andthe internal control system of ThaiBev.The Board of Directors of ThaiBev values a sound internal control system. To safeguardshareholders’ investments and assets of ThaiBev, the Board of Directors of ThaiBev has appointed theExecutive Committee with each member overseeing different departments and business units toensure the adequacy of financial, operational and compliance controls, including risk managementpolicies. In support of the internal control system in respect of compliance matters, the Board ofDirectors of ThaiBev has also assigned the Office of the Corporate Secretarial to oversee compliancewith the law and the regulations of the SGX-ST.In addition, ThaiBev has established the Office of Internal Audit to assist the Board ofDirectors through the Audit Committee in promoting sound risk management and good corporategovernance by assessing the adequacy and effectiveness of the internal controls for key businessesand operations in areas described in the audit plan. In this respect, the Audit Committee hasappointed the head of the Office of Internal Audit as the secretary to the Audit Committee. Annualaudit schedules ensure that the performance of internal audit is acceptable.Section 5Responsibility of the Board of Directors1. Board of Directors’ structureThe Board of Directors of ThaiBev, consisting of directors who have knowledge,competence and experience in the business, has the duty to set out policies, visions, strategies, goals,missions, business plans and budgets of ThaiBev, as well as to monitor the Executive Committee andthe management team to effectively and efficiently manage the business of ThaiBev in accordancewith the stipulated policies under the legal framework, objectives, the articles of association of theCompany and the resolutions of the shareholders meeting. Such duties must be performed with loyaltyand care under the principles of good corporate governance in order to achieve the best economicvalue for the business and stability for its shareholders. In addition, ThaiBev accords priority to itsinternal control system, the internal audit, risk evaluation and management as well as the reviewsystem in order to ensure the legal compliance and good governance of its operations for the greatesteffectiveness and efficiency of ThaiBev.The Board of Directors of ThaiBev consists of eight independent directors, who are fullyqualified under the relevant regulations of the Capital Market Supervisory Board, the SEC, and theSET. These independent directors have the duty to check and balance the management of ThaiBev’sbusiness to ensure accuracy and fairness for the best interest of ThaiBev’s shareholders.2. Sub-committeesIn addition to the Board of Directors, ThaiBev has other committees to improve theefficiency and flexibility of the management as follows:1. Audit Committee2. Executive Committee3. Risk Management Committee4. Nomination Committee5. Remuneration CommitteePart 2 Page 112
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