PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

Part 2 Issuing CompanyThai Beverage Public Company Limited11.10 Audit Committee’s Opinion on Related Party TransactionsThe Audit Committee evaluated and expressed its opinion on the above related partytransactions to ensure that such transactions were carried out in good faith and for the bestinterest of the Company. Moreover, the Audit committee will ensure that all terms andconditions of such transactions are in line with normal business practice and there was nopotential conflict of interest between the Company and any related parties.11.11 Review Procedure on Related Party TransactionsIn the event that the Company carries out its business with the related party who may have aconflict of interest with the Company, the Audit Committee will express its opinion regarding thenecessity of such transactions. The Audit Committee will ensure that terms and conditions of thesetransactions are consistent with market practice and prices charged for these transactions are evaluatedand compared with market prices. In the event that market price is not available, the AuditCommittee must ensure that these prices are reasonable and the transactions are carried out for thebest interest of the Company and its shareholders. If the Audit Committee is unable to evaluaterelated party transactions due to lack of expertise in certain areas, the Company will arrange anindependent expert to evaluate and give opinion on such transactions. The Board of Directors orAudit Committee or the Company shareholders, as the case may be, will use this opinion from theindependent expert as a supplement to form their own conclusion. Those directors who may haveconflict of interests with the Company are prohibited from voting on issues regarding related partiestransactions. In addition, related party transactions will be disclosed in the notes to the Company’saudited or reviewed financial statements. For flexibility, the shareholders have approved, by theAnnual General Meeting held on April 28, 2008, the policy on regularly conducting transaction withrelated party. This policy includes the detailed evaluation processes, approval restrictions, authorityand other related policies on related party transactions. This policy is consistent with the rules andregulations of the SET and the SGX-ST. In addition, the Audit Committee will express its opinionregarding the necessity and reasonableness of the actual related party transactions occurred in everyquarter. The Board of Directors will use such opinion as a supplement to approve such transactions.Information on such transactions will then be disclosed to the SET and the SGX-ST.11.12 Policy on Future Related Party TransactionsIn the event that the Company engages in related party trasactions in the future, the Companywill ensure that such transactions are carried out in compliance with the SEC Act, rules, notificationsand regulations of the Capital Market Supervisory Board, the SEC, the SET and the SGX-ST. Inaddition, the Company must also comply with the GAAP on disclosure rules related to related partytransactions and other requirements as specified by the The Institute of Certified Accountants ofThailand and the Company’s policy.In addition, when the Company conducts its business with a related party, the Company willseek Audit Committee’s opinion on the reasonableness of such transactions. In the event that theAudit Committee is unable to evaluate related party transactions due to lack of expertise in certainareas, the Committee may arrange an independent expert, such as independent appraiser, to evaluateand give opinion on the transactions. The opinion of the Audit Committee or the independent expertwill be used by the Company’s Board of Directors or shareholders, as the case may be, for making adecision to ensure that these related party transactions are carried out without any conflict of interestand for the best interest of all shareholders.11.13 Articles of Association of SubsidiariesAs of June 30, 2008, ThaiBev held shares in operating and temparary non-operatingSubsidiaries. For the operating Subsidiaries, ThaiBev amended their articles of association to complyPart 2 Page 151