PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

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Part 2 Issuing CompanyThai Beverage Public Company LimitedIn addition, ThaiBev has established a management committee, consisting of highlevelexecutive in various departments, who will be responsible for the monitoring of suchdepartments so that they can jointly manage the business of ThaiBev with more flexibility andefficiency.In the future, the Board of Directors of ThaiBev may form other committees in orderto manage the businesses of ThaiBev (See details of scope of duty and responsibility of eachcommittee in Section 9.2.1 - Management structure of ThaiBev).3. Roles, Duties and ResponsibilitiesThe Board of Directors of ThaiBev oversees the business and affairs in accordancewith shareholder approval and applicable laws. The Board of Directors must exercise good businessjudgment and act in good faith for the best interests of ThaiBev.Business ethicsThaiBev promotes and believes that thoughtful behavior is the guideline to conductits business. The Board of Directors, executives and employees have joint obligations to performtheir duties with honesty, under the laws and within their scope of responsibilities. Consequently,ThaiBev has introduced the Code of Business Ethics of ThaiBev as a guideline for the directors,executives and employees to comply with. In the case that any of those persons behaveinappropriately, they will be subject to a disciplinary penalty.Conflict of interestsThaiBev has a policy of avoiding conflicts of interest by making decisions prudently,honestly, reasonably, independently and ethically for the best interest of ThaiBev, for transparencyand to avoid the seeking of personal benefit. In addition, the engagement in any connectedtransactions shall be for the best interest of ThaiBev and shall comply with the rules and procedures ofthe SET. ThaiBev has policies and procedures prohibiting directors, executives and employees fromusing inside information for their own benefit or for that of others. In addition, any entry into anyconnected transactions or any transactions which may have conflicts of interest with a Subsidiaryshall be reported to and considered for approval by the Audit Committee and the Board of Directorsof ThaiBev, including the shareholders meeting (if applicable) in accordance with relevant laws andregulations.4. The Board of Directors meetingAccording to the articles of association of ThaiBev, the Board of Directors shall holda meeting at least once every three months and additional special meetings as necessary. Notice willbe given to directors at least seven days prior to the date of the meeting, unless it is necessary orurgent to preserve the rights or benefits of ThaiBev. At each meeting, the agenda of the meeting willbe clearly specified with the relevant documents delivered to the directors in advance so that thedirectors will have enough time to study such information prior to the meeting. At the meeting, eachdirector is able to openly discuss and express his or her opinion.ThaiBev is committed to providing the Board of Directors with adequate, completecontinuous and timely information before a Board of Directors meeting. The members of the Board ofDirectors have separate and independent access to the Company Secretary. The Company Secretary,in consultation and cooperation with the Office of Legal Affairs, is responsible for advising the Boardof Directors, through the Chairman, on all governance matters. In this respect, ThaiBev has set up aCompliance Unit, having a Compliance Manager responsible for this unit under the supervision of theCompany Secretary. This is to ensure compliance with legal and regulatory requirements. The Boardof Directors approves the appointment and the removal of the Company Secretary.Part 2 Page 113
Part 2 Issuing CompanyThai Beverage Public Company Limited5. Remuneration of directors and executivesThaiBev has authorized the Remuneration Committee to determine the remunerationof directors and executives. However, the remuneration of directors is subject to approval of ashareholders meeting and must comply with the following requirements:• The remuneration of the directors and executives must be at an appropriatelevel and attractive enough to maintain the qualified directors and executives.• The remuneration of the directors and executives must be in line with theaverage market practice of the same business and operating results of theCompany.• The remuneration is appropriate to the duties and responsibilities of eachdirector and executive.• The consideration on the remuneration must be transparent.• The policy and amount of remuneration of the directors and executives shall bedisclosed pursuant to the requirements of the SEC.6. Combination and separation of positionThaiBev has clearly separated the duties of the Board of Directors, ExecutiveCommittee and Chief Executive Officer. In addition, ThaiBev has formed the Audit Committeewhich consists of four independent directors to oversee the management of ThaiBev. ThaiBev hasclearly determined the scope of authorities, duties and responsibilities of the Executive Committeeand Chief Executive Officer so as not to have unlimited power and to remain under the supervision ofthe Board of Director of ThaiBev.ThaiBev gives priority to the internal control system at both management and stafflevels. In this respect, ThaiBev has clearly specified the obligations, duties and authority of theoperational officers and executives in writing. ThaiBev supervises the use of ThaiBev’s properties forthe benefit of ThaiBev. ThaiBev separates the duties of its operational officers while monitors andevaluates its officers in order to provide appropriate checks and balances. ThaiBev formed the Officeof the Internal Audit to oversee the operations of ThaiBev. The Office of the Internal Audit also givesadvice, checks, assesses and monitors the internal control system, risk management system, andbusiness control. The Office of the Internal Audit reports the result of such internal audit directly tothe Audit Committee.7. Development on directors and executivesAll directors of ThaiBev have passed the Directors Accreditation Program (DAP) ofthe Thai Institute of Directors. Some directors are also accredited with the Directors CertificationProgram (DCP) of the same institution. ThaiBev also encourages and supports directors to understandSingapore Laws and the Listing Manual applicable to ThaiBev through in-house trainings andinformation updating sessions.All directors acknowledge a clear explanation of their roles and responsibilities at thetime of their appointment to the Board of Directors.SGX-ST.In addition, ThaiBev complies with the Code of Corporate Governance of thePart 2 Page 114
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