2. The Audit Committee had had increasing duties and responsibilities which included those inthe areas of regulatory compliance and complaint handling. In addition, the remuneration of theChairman of the Audit Committee, which had previously been raised by 25% of that of the members ofthe Audit Committee or Baht 12,500 per month, was reduced in 2010, resulting to a 25% raise only formeeting allowance. The Remuneration Committee therefore recommended to the Board of Directors araise in monthly remuneration of the Chairman of the Audit Committee from Baht 10,000 to 12,500.The Board of Directors approved the recommendation of the Remuneration Committee effectivefrom January 2011 until there was any change made in accordance with the resolution of the AGM. TheBoard of Directors approved the submission of the recommendation of the Remuneration Committee tothe 2011 AGM for approval, the details of which are as follows:1. Remuneration and Allowance of Directors in 2011Committee1. Board of DirectorsThe interval directorship is calculated based onmonthly proportion.MonthlyRemuneration(Baht)15,000/month(Chairman30,000/month)2. Audit Committee 10,000/month(Chairman12,500/month)Meeting Allowances(Baht)(Presence in the meetingonly)15,000/month5,000 /month3. Nomination Committee, Remuneration -Committee, Corporate Governance Committee,Risk Management Committee, Labor Relations10,000 /monthCommittee, Management Affairs ReviewCommittee4. Directors appointed by the Board of Directors -to be members of Committee, Sub-Committee10,000 /เดือนand Working Group other than those in No. 1-3If any Director is appointed to be member of more than 2 Committee, Sub-Committee or WorkingGroup other than the Board of Directors (however, Committees in No. 2-4 are included), he/she willreceive the meeting allowance from only2 Committees.Chairman and Vice Chairman of Committees receive 25% and 12.5% additional meetingallowance respectively.2. Criteria of Bonus Remuneration for Directors in 2011Bonus Limits for DirectorsNot more than 0.25% of <strong>Company</strong>’s net profitand not more than Baht 500,000/ DirectorIn case that <strong>MCOT</strong> Plc. receives the assessment point lower than 3.00, the bonus for Directors shall bedecreased based on the following proportions:- lower than 3.00 - 2.50 points: 25% decrease per person- lower than 2.50 - 2.00 points 50% decrease per personThe payment of bonus of Directors in 2010 was in accordance with the criteria approved by the 2010Annual General Meeting of Shareholders held on April 22, 2010, the details of which are as follows:Bonus of Directors in 2010January 1 – December 31, 2010Bonus Limits for Directors in 2010 : Baht 3,556,799 (not over 0.25% of net profit)-10-
Chairman of the Board of Directors received a 25% additional totaling Baht 333,641 bonusVice Chairman of the Board of Directors received a 12.5% totaling Baht 300,277additional bonusDirectors received bonustotaling Baht 266,913/personBonus is proportionally paid based on tenure of individual DirectorsNote: This is only applicable in case that <strong>MCOT</strong> Plc. receives the assessment point of 3.00 or higher.The Chairman summarized the details of the proposal as follows:1. To revise the monthly remuneration of Directors from Baht 10,000 to 15,000 due to moreduties and responsibilities following the Securities and Exchange Act as well as the expansion of<strong>Company</strong>’s businesses and highly competitive environment of the market.2. To revise the monthly remuneration of the Chairman of the Audit Committee from Baht10,000 to 12,500 due to more duties and responsibilities as well as monitoring all compliances andundertaking complaint management system.Mr. Seksan Supasaeng, shareholder, asked about the following matters:1. The working process of the Audit Committee especially its corruption inspection2. The criteria for the appointment of sub-committees, the qualifications of the members of allcommittees, their tenure and the benefits from such committees.The Chairman explained that the establishment of all committees and sub-committees followed theprinciples and conditions for every listed company which included the Corporate GovernanceCommittee, Audit Committee, Nomination Committee and Remuneration Committee. The LaborRelations Committee was established in accordance with the State Enterprise Labor Relations Act.Other Committees were established to facilitate the work of the <strong>Company</strong>. Members of the Committeeswere mainly members of the Board of Directors except for some Committee in which membership ofpeople other than Directors was required by laws such as the Labor Relations Committee whosemembers were also representatives from both employer and employee sides, while members of theManagement Affairs Review Committee consisted of Directors and related executives. It was alreadydetermined that the Committee members could receive monthly meeting allowances from only 2Committees.Mr. Yarnsak Manomaiphiboon, Director and Chairman of the Audit Committee, clarified that1. Under related laws, the Audit Committee must ensure the shareholders that the proposedfinancial statements truly and transparently reflect the financial status of the <strong>Company</strong>. TheCommittee’s consideration of opportunities or paths for increasing the efficiency of the <strong>Company</strong>’sfinancial statements shall also be proposed to the management and the Board of Directors forconsideration.2. Another role of the Audit Committee was the management of the internal audit system of the<strong>Company</strong>, making it sufficient for lowering the risk to an acceptable level or preventable level. TheCommittee had set up a 5-year internal audit plan for the evaluation of the internal audit and risk of eachactivity and later such activities would be organized in order of priority and frequency of being audited.This might not directly be the inspection of corruption but it was how to prevent corruption.The Chairman explained that <strong>MCOT</strong> Plc. had faced many changes such as the restructuring of theOffice of Internal Audit, the process for the nomination of Chief Financial Officer (CFO) and theestablishment of financial management system for higher benefits of the <strong>Company</strong> especially themanagement of the <strong>Company</strong>’s Baht 1,000 million fixed deposit.Mr. Somchai Chansa-ard, shareholder, inquired whether the Audit Committee audited only financialmatters or also audited the employees’s morality and behavior.Mr. Yarnsak Manomaiphiboon, Director and Chairman of the Audit Committee, explained that theAudit Committee was also responsible for good internal audit system for the <strong>Company</strong>’s operation suchas determining authorized person for each procedure of the business operation and overseeing thecompliance with approved authorities. However, employees’ unappropriate behaviors were matters tobe dealed with by the management in accordance with employee regulations.-11-
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