PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

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