Section 3: Sub-Committees

The Board of Directors has appointed 5 sub-committees to take charge of studying and
reviewing specific and important points in order to assist the Board of Directors as follows:
1. Audit Committee
The Board of Directors adheres to the importance of the system of Good Corporate
Governance, transparent business operations in accordance with the relevant laws,
honesty towards its shareholders, trading partners and customers. The Audit Committee
acts independently as main instrument of the Board of Directors to ensure, amongst the
stakeholders, that the Companys performance complies with the regulations and proper
ethics, with its efficient internal audit system and without creating conflict of interest. In this
connection, the Board of Directors has formulated the Audit Committee Charter as follows:
Scope of functions and responsibilities
1) Review the accuracy of the Companys financial reports in
accordance with Generally Accepted Accounting Principles, and
ensure there is adequate disclosure.
2) Ensure that the Company has suitable and efficient internal control
system and internal audit and to assure the efficiency and adequacy
of the risk management system.
3) Ensure that the Company performs in accordance with the laws
governing Securities and Exchange, the Regulations of the Stock
Exchange of Thailand and the laws applicable to the business of the
Company.
4) Determine appropriate disclosure of information in cases where there
are connected transactions which may lead to a conflict of interest,
in order to ensure complete compliance with all rules and
regulations.
5) Inspect and consider with the management on the defects that have
been found out and on the responses from the management.
6) Empower on the auditing and investigating all related party under the
authorization of the Audit Committee and is authorized in hiring an
expert so as to audit and investigate in compliance with the
Companys regulations.

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 7) Prepare an annual disclosure report on the corporate governance of
the Audit Committee to be included in the annual report, affixing the
signature of the Chairman of the Audit Committee.
8) Consider, select and nominate the companys external auditor, and
recommend his/her remuneration.
9) Review and comment on scopes of work and plans of the external
auditor and the internal audit department in order to ensure
contributory of both parties and ensure three is reductive double
operations of financial auditing.
10) Approve on charter, work plans, budget and manpower of the
Internal Control Office.
11) Appoint, transfer, and annually undertake an assessment program to
evaluate the scope of work and performance of the Internal Control
Offices Vice president.
12) Perform tasks requested by the Board of Directors which the Audit
Committee agrees to.
Composition of the Audit Committee
1) Members being appointed by the companys Board of Directors.
2) Members being independent directors of the company.
3) Having not less than 3 independent directors, among which not less
than 1 director being knowledgeable or experienced in accounting or
finance or auditing.
4) Director of the internal control office being the secretary of the Audit
Committee.
Appointment and Dismissal of the Audit Committee
1) Each member of the Audit Committee has a three-year term
including an additional appointment and dismissal from the position.
2) A retiring audit committee is eligible for re-election if the Board of
Directors consented.
3) The Audit Committee shall be renounced from the position upon:
- Rotation
- Vacation from the position of director
- Resignation
- Death

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 - Loss of qualification or disqualification under the companys
articles of association or the Stock Exchange of Thailands rule
and regulations.
- Removal by the resolution of the Board of Directors
4) Any audit committee member wishing to resign from his position
shall submit his resignation letter to the company in advance at least
30 days. The resignation shall be effective according to the Board of
Directors approval. A copy of resignation letter must be sent to notify
the Stock Exchange of Thailand.
5) If a vacancy on the audit committee occurs for reasons other than
expiration of the members term, the Board of Directors shall elect a
person who has the appropriate qualifications and none of the
prohibited characteristics as a substitute member. The substitute
member shall hold office only for the remaining term of office of the
member whom he/she replaces.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee be appointed by the Board of
Directors. The details are as follows:
Scope of functions and responsibilities
1) To determine nomination method and qualifications for the
companys directors and/or President.
2) To perform nomination and to recommend to the Board the
appropriate persons for the positions of directors and/or President.
3) To formulate principles and methods to determine remunerations for
directors and/or President.
4) To propose directors remunerations to the Board for consideration
and to the shareholders meetings for approval.
5) To propose remunerations of President to the Board for approval.
6) To perform any other act as assigned by the Board.
Composition of the Nomination and Remuneration Committee
1) The Nomination and Remuneration Committee shall be composed of
at least 3 directors and at least 1 member must be experienced in
the area of human resources management.

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 2) Chairman of the Nomination and Remuneration Committee must be
an independent director.
3) Members must consider and nominate appropriate person from the
Nomination and Remuneration Committee to assume the position of
secretary.
Appointment and Dismissal of the Nomination and Remuneration
Committee
Each member of the Audit Committee has a three-year term. A retiring
Nomination and Remuneration Committee is eligible for re-election if the
Board of Directors consented. In case a directorship/membership of the
committee becomes vacant, the Board of Directors shall elect a person
who has a qualification as replacement. The person appointed shall
retain his/her period during such time only as the removing director was
entitled to retain the same.
3. Management Committee
The Management Committee be appointed by the Board of Directors.
The details are as follows:
Scope of functions and responsibilities
1) To manage and supervise the companys operations in line with
directions/targets of the company so as to strengthen business
position according to the companys policies and to consider
issues to be submitted to the Board and to perform other duties
as assigned by the Board. The Management Committee reports
its operational outcomes to the Board of Directors.
2) To formulate and consider short-term and long-term plans to
attain the companys objectives and targets.
3) To formulate and consider financial management plan with the
objective to alleviate financial burden and to strengthen financial
structure.
4) To formulate and consider pro-active public relations plan to
create positive and sustainable image.
5) To perform any other act as assigned by the Board.
6) To perform duties in line with laws, objectives, rules and
regulations of the company.

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 Composition of the Management Committee
1) The Management Committee shall be composed of at least 3
directors. All members shall possess of managerial skills and at
least 1 member must be experienced in the area of economics
or finance.
3) Qualified Executives can be part of the Management Committee.
However, Chairman of the Management Committee must be a
representative member from the Board of Directors.
4) Corporate Planning and Investor Relation Office being the
secretary of the Management Committee.
Appointment and Dismissal of the Management Committee
- as designated by the Board of Directors -
4. Enterprisewide Risk Management Committee
The Enterprisewide Risk Management Committee be appointed by the
Board of Directors. The details are as follows:
Scope of functions and responsibilities
1) To determine policies, strategies and targets for risk
management.
2) To enhance continued and efficient risk management system
3) To support cooperation in risk management.
4) To ensure that the company is equipped with adequate and
efficient risk management.
5) Chairman of the Enterprisewide Risk Management Committee
reports the meeting outcomes to the following Board meeting.
6) To perform any other act as assigned by the Board.
Composition of the Enterprisewide Risk Management Committee
3) The Enterprisewide Risk Management Committee shall be
composed of at least 5 directors and at least 1 member must be
experienced in the area of risk management.
4) Chairman of the Enterprisewide Risk Management Committee
must be an independent director.
5) Outside Qualified persons can be part of the Enterprisewide Risk
Management Committee.

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 6) Senior Executive Vice President of Corporate Administration and
Information Technology being the secretary and Corporate
Strategy and Risk Management being the assistant secretary of
the Management Committee.
Appointment and Dismissal of the Enterprisewide Risk Management
Committee
- as designated by the Board of Directors -
4. Corporate Governance Committee
The Corporate Governance Committee be appointed by the Board of
Directors. The details are as follows:
Scope of functions and responsibilities
1) Submission of proposals on the operational guidelines
concerning the Good Corporate Governance to the Board of
Directors.
2) Supervision of the operations of the Board of Directors and the
Management to comply with the Principle of Good Corporate
Governance.
3) Review of performance concerning Good Corporate Governance in
comparison with the international standard and submission of
proposals to the Board of Directors on the improvement of
performance.
4) Assignment of Good Corporate Governance policies to the
Companys Working Group on Good Corporate Governance.
5) Invitation of outside experts to be the Companys advisors and to
participate in the meetings with the expenses paid by the
Company.
6) Performance of other duties as assigned by the Board of
Directors.
Composition of the Corporate Governance Committee
1) The Corporate Governance Committee shall be composed of at
least 4 directors and at least 1 member must be knowledgeable
of the Principles of Good Corporate Governance of the
international standard.

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 2) Chairman of the Corporate Governance Committee must be an
independent director.
3) President being the secretary of the Corporate Governance
Committee.
Appointment and Dismissal of the Corporate Governance Committee
Each member of the Audit Committee has a three-year term. A retiring
Corporate Governance Committee is eligible for re-election if the Board
of Directors consented. In case a directorship/membership of the
committee becomes vacant, the Board of Directors shall elect a person
who has a qualification as replacement. The person appointed shall
retain his/her period during such time only as the removing director was
entitled to retain the same.

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