4. Shareholders' MeetingIn 2006, the <strong>Co</strong>mpany held its Annual General MeetingNo. 14 on Monday, 28th March to consider operationalresults for the year ended 31st December, 2005. Themeeting was held at the <strong>Co</strong>mpany's premises,which are conveniently reached and comfortablyaccommodated all its shareholders. Notice of theOrdinary General Meeting of Shareholders togetherwith supporting documents and a form for proxyrepresentation, was sent to the shareholders 7 days inadvance of the meeting. Each agenda included thedirectors' opinions, Minutes of the meeting is properlyrecorded. The <strong>Co</strong>mpany also published the notices inthe daily Thai and English newspapers not less than 3days before the actual meeting date. In the meeting,the 12 Directors were present. During the meeting,shareholders were allowed to ask any questions totheir satisfaction. As for the financial report, theauditors and high-ranking executives who areoverlooking accounting and financial matters were alsopresent in the meeting to answer any questionsregarding the <strong>Co</strong>mpany's finances. For urgent mattersthat affect the interests of shareholders or relate togovernment rules or conditions that require approvalfrom shareholders, the <strong>Co</strong>mpany will call for anExtraordinary General Meeting of Shareholders.5. Leadership and VisionThe Board of Directors has approved the <strong>Co</strong>mpany'svision, mission, strategy, targets, business plans, andbudget, including the supervision of management toensure compliance with the business plan. In order tostrengthen the <strong>Co</strong>mpany's business and to add valuefor shareholders, the <strong>Co</strong>mpany's Directors must beequipped with knowledge, ability, and high potential,and having attended courses offered at the Institutionof Directors.6. <strong>Co</strong>nflict of InterestsThe <strong>Co</strong>mpany has a strict policy of disclosing anyinformation to the SET. In compliance with section 59of the Securities and Stock Exchange Act of 1992regarding trading of <strong>Co</strong>mpany shares by its directorsor executives, the relevant agency must be informed,and a copy of the information must be made availableby the <strong>Co</strong>mpany. The <strong>Co</strong>mpany has established apolicy forbidding directors and management fromusing the <strong>Co</strong>mpany's information for personal benefits.In addition, a Directors' Manual and a <strong>Co</strong>de of<strong>Co</strong>nduct have been distributed to ensure betterunderstanding and to serve as guidelines. For anyconflict of interest that may arise in the future, the<strong>Co</strong>mpany intends to act clearly and fairly concerningprices and conditions with partners. The <strong>Co</strong>mpanyalso follows the rules for penalties as set by the SETand the SEC.7. Business EthicsThe Board of DirectorsThe <strong>Co</strong>mpany has clear regulations concerning theduty of the Board of Directors, the Executive Board,the Audit <strong>Co</strong>mmittee, and the Remuneration<strong>Co</strong>mmittee. The <strong>Co</strong>mpany encourages its directors toattend training courses organized by the Institute ofDirectors. Additionally, all Directors are furnished withthe Directors' Manual and the <strong>Co</strong>de of <strong>Co</strong>nduct asguidelines in management, financial affairs, disclosureof information, related transactions, shareholding andshares trading by directors and executives, changes inshareholding structure and control, auditing andinternal controls, and maintaining the status of a listedcompany.145
EmployeesThe <strong>Co</strong>mpany provides each employee a handbook asa reference for its employees in following the<strong>Co</strong>mpany's rules and regulations. The contents of thishandbook mention work regulations, remuneration,discipline and punishment, as well as matters ofconfidentiality, and etc. An employee signs to receivethis handbook on the first day of joining the <strong>Co</strong>mpany.8. Balance of Power for Non-ExecutiveDirectorsThere are 15 persons on the <strong>Co</strong>mpany's Board ofDirectors, namely 2 directors from management, 4directors not from management, 6 directors from majorshareholders, and 3 Audit <strong>Co</strong>mmittee members whorepresent 20% of the whole Board of Directors.9. Aggregation or Segregation of PositionsThe Chairman of the Board of Directors and thePresident are not the same person. The Chairman ofthe Board of Directors is from the group thatrepresents major shareholders, and also acts as theChairman of the Executive Board. The <strong>Co</strong>mpany has 3Independent Directors who are members of the Audit<strong>Co</strong>mmittee, and whose duty is to audit all corporateoperations, both external and internal.10. Remuneration for Directors andManagementRemuneration is determined by the <strong>Co</strong>mpany'soperational results based on growth of income,business potential both mid-term and long-term, andshareholders' value compared to the industry average.Also considered are remuneration structures of othercompanies in the same industry, and of positions withsimilar career paths, and the assigned duties,responsibilities, and risk burdens that are borne byeach director.146