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  • Corporate
    Governance Policy
  • Internal audit and
    Audit Control Policy
  • Risk management
    Policy
  • Conflict of Interest Policy
     
  • Controlling the Use of Internal
    Information Policy
     
  • Facilitating and Promoting
    the Shareholders to Attend
    the Shareholders' Meeting Policy
  • Principles on Nomination
    of Directors
     
  • Procedure of Remuneration
    of Directors
  • Charter of the
    Sub-committees
  • Code of Ethics
     
  • Articles of Association
     
  • Anti Corruption
     


Surapon Foods Public Company Limited


Surapon Foods Public Company Limited issued the Corporate Governance Policy on August 9, 2005 then the Board of Directors improved the Corporate Governance Policy substituting the former policy. There is 5 times amendment of the Policy as follows:

1. The Board of Directors’ meeting no. 1/2006 on January 12, 2006.

2. The Board of Directors’ meeting no.4/2006 on July 14, 2006 approved the Corporate Governance Policy No. 2/2006 which added dividend payment policy.

3. The Board of Directors’ meeting no. 1/2007 on January 11, 2007 approved the Corporate Governance Policy No. 3 (2007) which included the Board of Directors, disclosure and information transparency, risk management and development of the Board and executives complying with Principles of Good Corporate Governance for Listed Companies 2006 of the Stock Exchange of Thailand.

4. The Board of Directors’ meeting no. 4/2008 on August 14, 2008 approved the revision of the Corporate Governance Policy with the added context complied with the Securities and Exchange Act B.E.2551, the rules on independent director and audit committee set by the Securities and Exchange Commission as well as disclosure of information and its transparency.

5. The Board of Directors’ meeting no. 8/2009 on December 17, 2009 approved the revision of the Corporate Governance Policy with the added context complied with the additional procedures which included proportion of shareholding by Independent Director, Disclosure of related transaction, Dividend payment from annual net profit of single financial statement.


The Current Corporate Governance Policy consists of 6 categories as the followings:

1. The Board of Directors
2. Shareholders: Rights and Equality Treatment
3. Rights of all Stakeholders
4. Disclosure of Information and Transparency
5. Internal Control and Risk Management
6. Development of the Board and Executives
Details of each category shown in the attachment.


1. The Board of Directors
1.1 Composition
The Board of Directors shall consist of not less than 5 directors and not more 11 directors – at least half of the total number of directors must have residence in the Thai Kingdom.
The Board of Directors shall consist of independent directors not less than one-third of the total directors and not less than 3 directors. Independent Directors and their connected persons shall not hold more than 1% of the share in the Company and/or its subsidiary and associated companies.


1.2 Qualification
1.2.1 Qualify without any forbidden characteristics laid down by Public Company Law.
1.2.2 Knowledgeable/Experience in either of the following fields – industry, commerce, service, law, accounting, finance, public relation, or public administration.
1.2.3 No indication of lack of (a) proper qualification(s) to entrust as the Board of Directors according to the Securities and Exchange Commission’s requirement.
1.2.4 Knowledgeable, capable, experience, honest, sincere and ethically conduct business with ample time to devote one’s knowledge, ability, experience and execution to the company.


1.3 Duties and Responsibilities
The Board is responsible for shareholders regarding business operation and supervision of management to achieve the targets and to attain utmost benefits of shareholders on basis of code of ethics and awareness of the best interests of all stakeholders and social; in particular Fiduciary Duty. The Board has the duties and responsibilities in accordance with the laws, the Company’s objectives and the Company’s Articles of Association, including the obedience of the resolutions of shareholders’ meetings. The Board carries out of duties with loyalty and care and the disclosure of information which is conducted accurately, completely and timely.
The Board appoints the Chief Executive Officer to be responsible for business management and the corporate governing. The Board appoints the sub-committees as it fits.

The Board establishes the Board of Directors’ duties and responsibilities as follows:
1.3.1 To set vision, mission and policy guidelines on business operations of the Company.
1.3.2 To approve the Company’s business plan and annual budget.
1.3.3 To approve the Company’s quarterly business performance.
1.3.4 To approve the significant transactions such as investment projects, acquisition and disposition of assets and any other operation in compliance with laws.
1.3.5 To approve and/or advise to connected transaction between the Company and its affiliates companies in comply with the announcement, rules and guideline concerning the Stock Exchange of Thailand and the Securities and Exchange Commission.
1.3.6 To assess the Board’s performance.
1.3.7 To assess the Chief Executive Officer’s performance
1.3.8 To set the written Corporate Governance Policy and review the policy and compliance to the policy regularly, at least annually.
1.3.9 Any other operations according to law, objectives, the Articles of Association of the Company and the resolutions of the shareholders’ meeting
1.3.10 To consider any conflict of interest thoroughly. There should be an independent participating in the meeting and decision making process.
1.3.11 To establish the Risk Management Committee and set a risk management policy to cover all activities of the company. The Board should review the risk management system or assess the effectiveness of risk management at least annually.
1.3.12 To review responsibility and delegation of authorities to Chief Executive Officer.
1.3.13 To set the written Internal Audit and Audit Control Policy.


1.4 The Board of Directors’ Meeting
1.4.1 The Board of Directors’ meeting must be held at least 6 times a year with the specific agenda distributed in advance and related documents to allow enough time for due consideration. The consideration of each agenda, the Board should realize the shareholders’ benefits and all stakeholders fairly. The chairman chairs the meetings and encourages every director to express their opinions freely, while ensuring each matter gets due consideration. The record of meeting attendance will be shown in annual report.
1.4.2 Besides the Sub Committees’ meeting will be held if necessary and appropriate regarding duties and responsibilities for example, the Audit Committee convenes at least 5 times a year and the Nomination and Remuneration Committee convenes at least 2 times a year.
1.4.3 The Board sets the Board of Director Meeting yearly schedule in advance and notify each director of the schedule so that each member of the board can manage time to attend the meetings.
1.4.4 Besides operational report presented to the Board meeting, the Company prepares monthly performance report to the Board in every month.
1.4.5 The Chairman and Chief Executive Officer set the Board meeting agenda together meanwhile Chairman discusses with other Directors to propose an issue for a meeting agenda.
1.4.6 Agenda and meeting documents consisting of data and information should be sent to each director not less than 7 day prior to the meeting date except any urgent and/or confidential documents. Nonetheless, the company shall carry out such urgent and/or confidential documents to the minimal amount so the board can have enough time to focus on the issues prior to the meeting.
1.4.7 The Chairman allocates the meeting time appropriately for complete management’s presentation and comprehensive directors’ discussion. The meeting agenda includes matters to inform which open time to every director to inform important matters related to the Company.
1.4.8 The Non-Executive Directors are able to meet, as necessary, among themselves concerning acute management with or without management team. The meeting outcome has to be notified by them to Chief Executive Officer and the Chairman.
1.4.9 The Board encourages high level management to join the board meeting to provide information related to the direct operations and in order to get acquainted with. The invitation every time will be jointly approved from both Chairman and Chief Executive Officer.
1.4.10 The Board of Directors assigns the Company Secretary to take minutes of the Board Directors’ meeting by concerning completeness of the minute and important opinion from the directors.


1.5 Reporting of the Board of Directors
The Board provides financial statement and reports in form of the annual report proposing to the shareholders’ meeting with regards to law. In addition, the report of explanation towards scope of responsibilities of the certified public accountant attached the report of financial statement published in annual report.
In accordance with rules and principles of the Stock Exchange of Thailand as well as related laws, the Board of Directors assigns the Audit Committee review the above mentioned report to be up-to-date to ensure that the Company’s consolidated financial statement in conformity with generally accepted accounting principles based on rules and regulation of the Stock Exchange of Thailand, the Securities and Exchange Commission and related laws.


1.6 The Chairman
With respect to the differences in duties and responsibilities between the Chairman as the head of policy level, whereas Chief Executive Officer, as the head of management. The Company deems it appropriate that two positions of the Chairman and Chief Executive Officer is to ensure the balance of authority.
The Chairman is non-executive director, head of the directors. His duty is to chair the Board of Directors’ meeting and shareholders’ meeting.


1.7 The Sub-Committees
The Board has established sub-committees with responsibility for specific matters to ensure proper consideration such as the Executive Committee, the Audit Committee and the Corporate Governance Committee, the Nomination and Remuneration Committee. Each committee reports directly to the Board.

1.7.1 The Executive Committee The Executive Committee consists of Chief Executive Officer and Executive Directors not less than 3 directors. Chief Executive officer chairs the committee. The committee’s duties and responsibilities are to supervise the business operation and management to meet the policy, vision and goals both short-term and long-term. Furthermore, they issue policy, regulations and principles including practices in order to efficient and transparent management.

1.7.2 The Audit Committee The Audit Committee consists of not less than 3 independent directors and the independent directors must be not less than one-third of the total directors. The committee is responsible for ensuring the Company’s audit policies and principles, laws, regulations, and rules of governing authorities, as well as supporting the Company to develop system of financial and accounting system in accordance with international standard. The committee is responsible for reviewing the Company’s internal control system, internal audit system and the risk management system that they are appropriate, up-to-date, and efficient.
The Audit Committee is independent, with the internal audit office as the operating unit. The Audit Committee has the authority to ask for external consultant in matters to clarify and in the interest of the company as well as a meeting with the external accounting auditor, without the management office, at least once a year.

1.7.3 The Nomination and Remuneration Committee The Nomination and Remuneration Committee consists of independent directors and executive directors not less than 3 directors. This committee is responsible to recruit and select qualified candidates as Directors and Chief Executive Officer. The committee’s responsibilities are to convey opinions and views regarding remuneration of the directors to the Board of Directors for their approval or proposing to the shareholders’ meeting. To consider the compensation for the Chief Executive Officer is one of their responsibilities.

1.7.4 The Corporate Governance Committee The Corporate Governance Committee consists of independent directors and executive directors not less than 3 directors. The committee is responsible for supervision and monitoring the implementation of Corporate Governance Policy.

1.7.5 The Risk Management Committee The Risk Management Committee consists of directors and the company top executives. The Committee is responsible for setting the risk management system, establishing risk management, assessing and reviewing risk management system regularly.


1.8 The Chief Executive Officer
The Board appoints Chief Executive Officer whom is the pinnacle executive of the company accountable for the management in order to achieve the laid down plans, reported to the Board of Directors. Chief Executive Officer with the authority from the Board can delegate (a) committee(s) or person(s) to operate and run the business and he sees fit and necessary.


1.9 The Company Secretary
The Board appoints the Company Secretary whose responsibility is to follow up and gives initial recommendations to the Board and executives on issues related to laws and regulations from the Securities and Exchange Commission, the Stock Exchange of Thailand, Laws involved company’s regulations, the board’s resolutions and shareholders meeting’s resolution, together with the duty to arrange the shareholders meeting and the board’s meeting in compliance with the laws.


1.10 Qualification and Nomination of the Board Members
The Nomination and Remuneration Committee is responsible for selecting qualified candidates on basis of qualification, knowledge, capabilities, and past working experience regarding to principles of nominating Board members that are clearly defined in writing. The committee is responsible for selection a new director and the director whose term is retired by rotation or whenever there is a vacancy to propose to the Board of Directors and/or shareholders’ meeting for nomination.
The Directors should not post in other listed companies more than 5 companies except the Board of Directors considers that the nominated director possesses knowledge, capability, working experience that would help the Company.


1.11 Term of the Board of Directors and the Sub-Committees
At every annual general meeting of shareholders, one-thirds of the directors shall retire by rotation. If the number of directors is not a multiple of three, then the number nearest to one-thirds shall retire. Whenever the directorship is retired by rotation, the directors might be reappointed.
The Sub-Committee has two-year tenure from either the appointed date or the Board’s resolution which can be reappointed after the tenure is completed.


1.12 Directors’ Remuneration
When consideration directors’ remuneration, the Board of Directors who considers their duties and responsibilities and then propose to the shareholders’ meeting. The Nomination and Remuneration Committee also consider on guidelines of remuneration. Details of remunerations paid to directors can be found in annual report.
Remuneration for the executives is set by Chief Executive Officer based on individual duties, responsibilities and performance including the company’s short-term and long-term operational result which would be in line of market competitiveness and sufficient to keep and attract high quality executives.
Remuneration for the directors and Chief Executive Officer is comparable to the industry level in which the company operates; reflect experience, scope of work, accountability and responsibilities.


1.13 Evaluation of the Board’s performance
The Board has set up evaluation on individual’s performance of the directors at least once a year as a guideline to improve the Board’s operations. The evaluation would be summarized to the Board’s acknowledgement. The Board has set up criteria of the Board’s assessment with principles and reliability to obtain the maximum benefits to the duties of the Board of Directors.


1.14 Conflict of Interest
The Board has great emphasis on the conflict of interest of all stakeholders carefully, fairly and transparently as well as disclosure of information with completeness. In case that a director may have possible conflict with the Company’s interest in any matter considered by the Board at moment, that director must leave the meeting during which the matter is considered or must not be entitled to vote on such matter.
The Director and Executives including their related person has to report their related transaction to the Company.


1.15 Code of Ethics
The Board of Directors has formulated a Code of Ethics in writing for standard practice aimed at directors, executives and all staffs. The Board also supervises the company to employ it in practical.


1.16 Code of Conducts
The Board prepares proper Code of Conducts for staff in every level to guide and contribute to operations in accordance with Corporate Governance.


2. Shareholders: Rights and Equal Treatment
2.1 Rights and Treatment to Shareholders
The Board of Director respects the rights of all shareholders equally and is responsible for taking care of all shareholders’ interest. Not only the major shareholders and the minor and foreign shareholders are treated equally as follows:

2.1.1 Equal rights as defined by the law and the Company’s Articles of Association.
2.1.2 Rights on preserving their interest by voting, expressing opinion and approving in the shareholders’ meeting.
2.1.3 Rights on decision-making of significant policies and matters including elect directors.
2.1.4 Rights on accessing to accurate, complete and transparent information.
2.1.5 Rights on profit-sharing equally.
2.1.6 The Company policy is to pay the dividend approximately 60% of net profit after tax of single financial statement, except when investment or cash flow is needed – the board of directors could present the shareholders’ meeting to pay the dividend as it fits.


2.2 Shareholders’ Meeting
The Company’s policy on shareholders’ meeting is complied with the laws and the Company’s Articles of Association and Guidelines for effective shareholders’ meeting proposed by the related regulatory institutes.
In the invitation letter comprising of meeting agenda with detailed information on each agenda and the Board of Directors’ opinions. The invitation letter will be sent to all shareholders in accordance with the time-line as set by the related regulatory institutes.
During the shareholders’ meeting, all shareholders are equal in voting and accessing information. The Chairman of the meeting allows shareholders inquire and express their opinions and recommendations on an equal basis.
The Board of Directors is responsible for assignment to at least 1 independent director as the proxy in case the shareholders are not able to attend the meeting. The shareholders have rights on voting separately for proposed agenda.
The Board of Directors is responsible for attending the meeting to answer any inquiries.
The shareholders have rights to jointly submit a request with adequate reasons, for the Board to hold an extraordinary shareholders’ meeting in compliance with the Company’s Articles of Association. In this case, the Board must organize the meeting within one month after receipt of the written request.
The Board will publicize accurate and completed minutes within 14 day after the meeting date and will post the minutes on the Company’ website (www.surapon.com)


3. Concerning the Rights of All Stakeholders
The Board of Directors is aware of rights of all stakeholders such as shareholders, staffs, executives, customers, business partners, creditors and society and the country in general. The Board monitors and supervises the management system to ensure that the Company is responsible for all stakeholders with equality which is written in Code of Ethics to be guidelines for directors, executives and staffs.
The Board is aware of good corporate citizen as strictly prescribed by laws, operating business with transparency, paying tax correctly and committing to improve the society’s quality of life. It just adds the mentioned guidelines in the Code of Ethics for staffs. The directors and executive should be the prototypes.
The Board set up the channel which shareholders and all stakeholders can suggest their concerns/suggestions to the Company by sending to Chairman of the Audit Committee.


4. Disclosure of Information and Transparency
4.1 The Board of Directors has a policy to disclose information both finance and non-finance concerning business and operational result which is accurate, complete and adequate, consistent, timely and showing business operation and financial status as well as the future of business. This management of information covers channels which the company uses in various communication channels such as annual report, company’s website, information to the Stock Exchange of Thailand, and etc.

4.2 The Board of Directors has the policy to treat information both positive and negative equally. The Board of Directors shall concern the equal accession of information from all shareholders in line with keeping confidentiality of important information. The disclosure of information will comply with requirements of the Stock Exchange of Thailand and the Securities and Exchange Commission.

4.3 The Board assigns the management to supervise an implementation that they strictly comply with laws, regulation and relevant principles regarding to disclosure of information and transparency.

4.4 The Board reports and communicates with the shareholders, investors including the securities analysts on equitable basis in addition to the information disclosure in the company’s annual report and the company’s website (www.surapon.com).

4.5 The Board provides the report of the Board of Directors’ responsibilities for financial statement together with Audit Report of Certified Public Accountant on the Company’s annual report.

4.6 The Board and all sub-committees disclose their duties and responsibilities and times of

Meeting attendance in annual report.

4.7 The Board discloses the principles of remuneration of directors in annual report and the company’s website (www.surapon.com).

4.8 The Directors and Executives have to report their stock trading transaction of the Company’s stock to the Board of Directors’ meeting.


5. Internal Control and Risk Management
5.1 Control System and Internal Control

The Board of Directors encourages and is aware of the importance of control system and internal control. There have been the efficient control and internal audit and maintained the flexible practice. This system is controllable, governing, assessing and reviewing.
The Company establishes an internal audit unit working under supervision of the Audit Committee to review the Company’s operations to comply with policy, business plan, authorization and rule and regulations as well as to assess risk management and internal control. The Audit Committee has the duty to approve, transfer or discontinue the head of internal audit unit.

5.2 Risk Management
The Board of Directors pays a lot of attention to manage risk. The Board establishes the Risk Management Committee for assessment of the efficiency of the risk management.


6. Development of the Board and Executives
6.1 The Board encourages and facilitate training for all directors with providing Board of Directors’ Handbook comprising relevant important and useful information to perform their duties. Training and site visit to the company’s factory including instruction and / or orientation presenting to new directors.

6.2 The Company assigns Chief Executive Officer to designates succession plan for the top executives and notifies candidate names of successors on major positions. Chief Executive Officer establishes the Succession Plan in writing.

6.3 The Board of Directors conducts Board Self Assessment at least annually. The Board Meeting Evaluation has to be assessed regularly in every meeting.




Internal audit and control Policy Surapon Foods Public Company Limited


Surapon Foods Public Company Limited recognizes the essence of internal audit and control as the profound foundation for good Corporate Governance. We, hence, issue internal audit and control policy as a principle and operation’s guideline to all units.

The company requires working units in every level to accountable and responsible to an internal control within the unit with sufficient and suitable risk assessment and evaluation as well as internal control points, together with continuous follow up, review and improvement (Control Self Assessment : CSA).

The company designs the internal audit unit to be independent and directly report to the Audit Committee, with the duty and responsibility to review individual units their internal controls, operations, evaluation of sufficient and appropriate internal controls, along with consultation to all units in order to achieve working objectives. Audit(s) will emphasis on Risk Based Audit Approach holding the audit standard on the international standard guideline of The Institute of Internal Auditors.

The audit and control will stress on Prevention and Correction before any loss or damage occurs than after the incident (Detection and Investigation) happened, with the concerns of :

1. Compliance of laws and regulations
2. Reliability – data shall be correct, accurate and complete
3. Effectiveness and efficiency of operations for every working unit.
4. Sufficient and appropriate internal control system and risk management system.
5. Safety and utilization of resources.

This internal audit and control policy is effective as of August 14, 2008 onwards.






Policy and Framework of Risk Management for Surapon Foods Public Company Limited


Surapon Foods Public Company Limited, through its Board of Directors, pays much attention on the overall organizational risk management for the administration and operation system that is essential to accomplish its objectives and act as a guarantee to permit the organization to attain its vision. Thus, the Risk Management Committee has been assigned to prepare the Risk Management Policy or a guideline for risk management as a framework or guideline for employees to abide by in order to achieve the risk management’s objectives across the organization.

This Risk Management Policy prepared by the Risk Management Committee is in conformity with the guideline for risk management of the Stock Exchange of Thailand, Amendment, October 2004 prepared by PricewaterhouseCoopers. This policy contains the following five (5) objectives.

1. To have the management/operation section to understand the principles and process of the risk management.
2. To have workers be acknowledged and manage relevant risks.
3. To allow a systematic and consistent practice of risk management process.
4. To be as a tool for communications, build-up of awareness and relationship, and linkage between the risk management and organizational strategies.
5. To be as a tool for build-up of risk management culture at all levels.


The Risk Management Policy consists of the following seven (7) sections.
1. Overall policy on the Group’s organizational risk management
2. Meaning of risk management
3. Organization of risk management
4. Risk Management Process
5. Assessment, administration and plan of risk management.
6. Information and communications
7. An example of Risk Management Form


Conflict of Interest Policy(EN)


Controlling the Use of Internal Information Policy(EN)


Facilitating and Promoting the Shareholders(EN)


Principles on Nomination of Directors


At the Board of Directors’ Meeting no. 1/2006 on January 12, 2006. The meeting passed the resolutions on nomination of directors. In addition, at the Board of Directors’ Meeting no. 1/2007 on January 11, 2007 added a principle on nomination of directors (no. 1.1.2) in compliance with the Principles of Good Corporate Governance for Listed Companies 2007 issued by The Stock Exchange of Thailand. Then, at the Board of Directors’ Meeting no. 8/2009 on December 17, 2009 revised characteristics of directors in order to comply with the Securities and Exchange Act B.E.2551 and Notification of the office of Securities and Exchange Commission No. Kor Lor Tor. Kor (Wor) 32/2551 dated June 5, 2008

The Nomination and Remuneration Committee recruits and nominates the directors as the following criteria

1.1 Qualifications
The directors must possess the following qualifications:

1.1.1 Director must have and do not have the forbidden qualifications as prescribed by Public Company Acts while recruiting and nominating.

1.1.2 Independent Directors and their connected persons shall not hold more than 1% of the share in the Company and/or its subsidiary and associated companies. In addition, characteristics of Independent Director must be in accordance with the announcement of the Stock Exchange of Thailand and related regulatory institutes.

1.1.3 The Independent Director has knowledge and experience in one of business type such as industry, commerce, service business, law, accounting, finance, public relations or public administration and not be have relationship directly or legally as father, mother, spouse, brother, children including children’ spouse of any executive and major shareholder of the Company and its subsidiaries. The Independent Director is not director who involves management, staff, employee or consultant who receive monthly remuneration. Moreover the Independent Director is not professional service provider (for example auditor, legal advisor).

1.1.4 Director possesses knowledge, capability, working experience, integrity and ethics and dedicates the necessary time for the Company to share knowledge, skill, and experience in business and working for the Company.

1.1.5 Director shall be person whose characteristics are in line with condition of trusted person who shall manage the public company in accordance with Notification of Capital Market Supervisory Board No. Tor Jor 24/2009 regarding procedure of directors and executives of the listing company**




1.2 Nominating

1.2.1 To consider the balanced portion, structure and component of the Board of Directors compared with the Company’s business and market.

1.2.2 To consider from both shareholders and outsiders based on qualifications.

1.2.3 In case of recruitment from outside, the Committee must recruit who has background, expertise, credentials in a range of professions, leadership, vision, transparent record as well as independent opinions.

1.2.4 The Committee is responsible for nominating all the Board of Directors whom retire from the office by rotation or any other reasons.

1.2.5 The Committee is responsible for nominating Chief Executive Officer.

1.2.6 The Committee approaches the candidate of director(s) whose characteristics are complying with the determined condition. This is to make sure that the said candidate has willingness to accept the nomination to the shareholders’ meeting or Board of Directors’ meeting**

1.2.7 The Committee shall propose the candidate of director(s) for the Board of Directors’ consideration and then propose to shareholders or the Board of Directors for appointment.



1.3 Term of Directorship
At every annual general meeting, one-third of the directors shall retire from the office by rotation to comply with the Article of the Association. The Nomination and Remuneration Committee proposes term of sub-committees to the Board of Directors. Their terms may be 1-2 years.


Note:

  * Resolution of the Board of Directors’ meeting No.1/2007 on January 12, 2007.
** Resolution of the Board of Directors’ meeting No.8/2009 on December 17, 2009.




Principles on Remuneration of Directors


At the Board of Directors’ Meeting no. 1/2006 on January 12, 2006 has passed the resolution on Principles of Remuneration of Directors. Then, the Board of Directors’ meeting no.8/2009 on December 17, 2009 revised the procedure in order to comply with additional recommendations on Best practices of the Remuneration committee proposed by the Stock Exchange of Thailand on April 2008.

The Nomination and Remuneration Committee designates the directors’ remuneration as the following criteria:-



2.1 Directors’ Remuneration

The remuneration of directors depends on duties, responsibilities and performance with the shareholders’ approval.
The Committee’s duty is to propose category, how to pay remuneration and amount to the shareholders’ meeting.
The Committee has to be aware of the appropriate remuneration in line with director’s duties, responsibilities, dedication, group and size of business, market, and competitors. The remuneration is in proper level and adequate to motivate and retain the qualified directors.
The Committee is also responsible for consideration of the Chief Executive Officer’s compensation.


2.2 Category of Remuneration

2.2.1 Meeting Allowance reflects the directors’ performance. Payment of the meeting allowance is to induce the directors to attend the meeting.
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2.2.2 Monthly Remuneration reflects the directors’ duties and responsibilities.


2.3 Method of Payment

2.3.1 Meeting Allowance is paid to the directors and the sub-committees who attend the meeting (inclusive of independent directors, non-executive directors and executive directors).

2.3.2 Monthly Remuneration is paid to the independent directors and non-executive directors on monthly basis. Although the executive directors receive salary which covers duties and responsibilities in the post of executives, they receive monthly remuneration to reflect duties and responsibilities in the post of directors.




Charter of the Audit Committee


1. Objectives
This Charter provides a guideline for the Audit Committee to perform its duty at the standard level which shall be in conformity with the provisions of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand which will benefit to related stakeholders.

2. Authorities, Duty and Responsibility

2.1 To verify that the Company has accurate and substantiated financial reporting through coordination with an external auditor and responsible executives prepare financial statements on the quarterly and yearly bases. The Audit Committee may suggest the auditor to review or investigate any transactions that are considered necessary and significant during the Company’s accounting audit.

2.2 Verify that the Company has appropriate and effective Internal Control and Internal Audit. The review shall be jointly made with the auditor and the internal auditor. The committee shall review the internal control unit’s independence and give approval for the internal control unit head’s appointment, rotation and termination of employment

2.3 Verify that the Company abides by laws pertinent to Securities and the Stock Exchange, provisions of the Stock Exchange of Thailand, and laws pertinent to the Company’s businesses.

2.4 Review, screen and nominate an independent person as the Company’s auditor, and propose the auditor’s remuneration with regard to creditability, adequacy of resources, quantity of audit tasks, independence of the auditor and his/her experience, and organize a joint meeting with the auditor without attendance of any management on an annual basis.

2.5 Review the interrelated transactions or transactions that may have any conflict of interests to be in conformity with laws and requirements of the Stock Exchange of Thailand to ensure rationality and the Company’s optimal benefits.

2.6 Prepare the Audit Committee’s report to be disclosed in the Company's annual report. The report shall be signed by Chairman of the Audit Committee, comprising the following information.

• Comments on accurateness, completeness and creditability of the Company’s financial reports.
• Comments on adequacy of the Company’s internal control.
• Comments on performance related to the applicable laws pertinent to the Securities and the Stock Exchange of Thailand, the rules and regulations of the Stock Exchange of Thailand and other laws related to the Company’s businesses.
• Comments on appropriateness of the auditor.
• Comments on any transactions that may cause conflict of interests.
• Number of the Audit Committee’s meeting and each Audit Committee member’s attendance.
• Comments or overall observations the Audit Committee has during its duty in accordance with the Charter.
• Any reports deemed appropriate for the shareholders and investors’ acknowledgement under its scope, duty and responsibility assigned by the Company’s Board of Directors.

2.7 Verify the Company’s risk management system with independence.

2.8 Perform any duties as assigned by the Board of Directors in regard to the Audit Committee’s agreement.


3. Organization and Qualification

3.1 The Audit Committee consists of the following elements.

(1) Audit Committee members shall take the Company’s Director position.

(2) Audit Committee members shall be appointed by the Company’s Board of Directors or the shareholders’ meeting.

(3) Audit Committee members shall comprise of independent directors at least one-third of total members with a minimum of three Directors in total. At least one (1) member shall be knowledgeable or experienced in the field of accounting or finance. The Board of directors shall select one (1) member of the Audit Committee to be the Chairman of the Audit Committee and appoint the head of the internal control unit as its secretary.

3.2 The Audit Committee’s members shall have the following qualifications.

(1) Audit Committee members may own no more than 1% of the Company’s paid up capital of the Company, its subsidiaries, joint ventures or any associated companies. Related persons’ shareholding is included.

(2) Audit Committee members may not take part in the positions of Executive Directors, major shareholders, employees, workers, salaried consultants or professionals who provide services (the auditor, legal consultant of its subsidiaries, joint ventures, associated companies or major shareholders) of the Company, its subsidiaries, joint ventures, associated companies.

(3) Audit Committee members may not have direct or indirect financial or management benefits or any stakes with the Company, its subsidiaries, joint ventures or major shareholders at least one (1) year prior to the appointment. Exception is that, after the Board of Directors’ scrutinized consideration, such previous benefits or stakes did not impact on their duties and independent comments.

(4) Audit Committee members may not be related persons or close relatives of he Company’s management or major shareholders.

(5) Audit Committee members may not be appointed as representatives for financial benefits of the Company’s Directors, major shareholders or any shareholders related to its major shareholders.

(6) Audit Committee members are able to perform their duties, make comments or report their performance as assigned by the Board of Directors independently regardless of the Company’s executives or major shareholders or related persons/close relatives of the said persons.

(7) Audit Committee members shall have knowledge and experience in one of the following fields: industry, commerce, services, laws, accounting, finance, public relations or state administration.
(8) Audit Committee members shall have integrity and business ethics with sufficient time for dedication of their knowledge, capability and experience, and perform their duties for the Company.


3.3 Audit Committee members shall take their office for two (2) years for each term from the date of appointment or the Board of Directors’ resolution.

3.4 Audit Committee members shall retire from the position if;

(1) Audit Committee members resign from the position with resignation tendering of at least 30 days with reasons to the Chairman of the Board of Directors in order to the Board or a shareholders’ meeting to appoint other directors with qualifications to take a replacement.
(2) Audit Committee members lack the Audit Committee qualification following the Audit Committee Charter, laws pertinent to securities and the stock exchange, and the requirements of the Stock Exchange of Thailand.
(3) Audit Committee members who retire from the position according to 3.3 may be re-appointed.
(4) Audit Committee members retire from the position of the Board of Directors’ members. If they, with their retirement in the normal term, are re-appointed as the Board members, they shall hold the Audit Committee position for the remaining term.
(5) Death or resignation.
(6) The Board of Directors has a resolution to terminate the Audit Committee position.

In an event that an Audit Committee member’s term is terminated before the end of the term or there is any circumstance causing any member to be unable to hold the remaining term, the new member shall hold the previous member’s remaining term.

4. Meeting

4.1 Meeting Appointment and Agenda

(1) All meetings shall be determined in advance throughout the year with notification to the Audit Committee members before hand as a means to allow them to allocate time to attend the meetings.
(2) The Audit Committee shall meet at least five (5) times per annum. The Chairman of the Audit Committee shall call for a meeting and may call for a special meeting in a case of request from the Audit Committee members, internal control, the auditor or the Chairman of the Board of Directors for joint review of an issue.
(3) Meeting agenda shall be clearly determined with delivery of necessary meeting document at least seven (7) days prior to the meeting date in order to allow the Audit Committee members to have sufficient time to review agenda and request for additional information.

4.2 At least a half of the appointed directors present in the Audit Committee’s meeting shall constitute quorum. In a case that the Chairman of the Audit Committee does not present in the meeting or is not able to perform his or her duty, the Audit Committee’s members shall elect one of them as the Chairman of the meeting.

4.3 A resolution in the Audit Committee’s meeting shall be carried by majority of votes.

4.4 The Audit Committee’s member who is at stake in any agenda shall not have any voting rights in such agenda. In the event of a tie, the Chairman of the meeting shall have the tie-breaking vote.

4.5 A resolution of the Audit Committee may be done without any meeting and comes into effect when such resolution is countersigned by all Audit Committee members.


5. Remuneration and Meeting Allowance
Remuneration and meeting allowance shall be in accordance with the remuneration principles for the Company’s Board of Directors which the Committee on Selection and Remuneration reviews and proposes to the Board.


6. Reporting
The Audit Committee is responsible for reporting its activities and other duties as assigned by the Board of Directors.
The Audit Committee’s reports are essential to the Company’s Board of Directors, shareholders and investors due to its independent and straightforward comments. This gives the Board of Directors confidence that the management perform its duty carefully in regard to all shareholders’ benefit with equality.

6.1 Reporting to the Board of Directors

(1) Report on the regular activities of the Audit Committee for the Board of Directors’ acknowledgement.
(2) Immediate report on findings if any transactions or doings are found or in suspicion that may cause any significant impacts on the Company’s financial status and performance. In this case, the Audit Committee shall report to the Board of Directors to find a solution on a timely basis. Such transactions or doings are as the following.

1) Transactions that cause conflict of interests.
2) Corruption or irregularity or major defects in the internal control.
3) Infringement of the laws pertinent to securities and exchange, regulations of the Stock Exchange of Thailand or laws related to the Company’s businesses.
4) Complaints from the Company’s shareholders and stakeholders to the Chairman of the Audit Committee. If the Audit Committee reports 6.1 (2) to the Board of Directors and has a discussion with the Board and the management to improve the situation. When time is due as mutually determined, if the Audit Committee finds any ignorance on the improvement without any appropriate reasons, the Audit Committee may report the findings to the Securities and Exchange Commission or the Stock Exchange of Thailand.

6.2 Reporting to the shareholders and investors

The Audit Committee reports its performance in the annual report.

This Charter shall be reviewed at least once a year by the Audit Committee. If there is any amendment, it shall be proposed to the Board of Directors for approval

This Charter takes effect from 18th December 2009.

Remark: This Charter has been approved by the Company’s Board of Directors’ Meeting No. 4/2008 on 14th August 2008. It was amended later and received approval from the Board of Directors’ Meeting No. 8/2009 on 17th December 2009.



Charter of the Good Governance Committee


1. Objective
This Charter provides a guideline for the Good Governance Committee to monitor the governance policy and support and promote the corporate governance activities at all levels.


2. Authorities, Duty and Responsibility

2.1 Supervise and monitor the corporate governance policy and present to the Company’s Board of Directors.
2.2 Review and update the corporate governance policy and other practices to be in accordance with best practices presented by related organizations and related laws and present to Board of Directors.
2.3 Propose corporate governance practices to the Board of Directors and provide recommendations to the Board of Directors and the management executives in regard to the good governance.
2.4 Report progress and performance of the Good Governance Committee to the Board of Directors on the regular basis after the Good Governance Committee’s meetings.
2.5 Perform other duties as assigned by the Board of Directors.

3. Organization and Qualification of the Sub-Committee


3.1 The Good Governance Committee consists of the following elements.

(1) The Good Governance Committee members shall take the Company’s Director position.
(2) Good Governance Committee members shall be appointed by the Company’s Board of Directors.
(3) The Good Governance Commitee shall comprise of at least three members of the Board of Directors who are either Executive Directors and/or Independent Directors. The Board of directors shall select one (1) member of the Good Governance Committee to be the Chairman of the Good Governance Committee.
(4) The Secretary to the Good Governance Committee shall be appointed by the Good Governance Committee with approval from the Board of Directors.
(5) Other meeting participants may be invited to attend a meeting to clarify related issues or give comments to the Good Governance Committee with approval from the Chairman of the Good Governance Committee.

3.2 Good Governance Committee members shall take their office for two (2) years for each term from the date of appointment or the Board of Directors’ resolution. Good Governance Committee members who retire from the position in the normal term may be nominated and re-appointed with approval from the Board of Directors.

3.3 Good Governance Committee members shall retire from the position if.

(1) Good Governance Committee members retire from the position of the Board of Directors’ members. If they, with their retirement in the normal term, are reappointed as the Board members, they shall hold the Good Governance Committee position for the remaining term.
(2) Good Governance Committee members who retire from the position in the normal term may be nominated and re-appointed with approval from the Board of Directors.
(3) Death or resignation.
(4) The Board of Directors has a resolution to terminate the Good Governance Committee position.

3.4 The Good Governance Committee shall not have the following prohibited qualifications:

(1) Not a current bankrupt or a previous one.
(2) Never be imprisoned with judgment to be imprisoned with an exception of guilt of negligence or light guilt.
(3) Never be fired, dismissed or depositioned from state agencies, state enterprises or public companies due to corruption.


4. Meeting

4.1 The Good Governance Committee shall meet at least one (1) time per quarter.

4.2 All meetings shall be determined in advance throughout the year. The Secretary to the Good Governance Committee shall prepare the annual meeting schedule for its approval.

4.3 The Secretary to the Good Governance Committee shall deliver necessary meeting document to the Good Governance Committee at least five (5) days prior to the meeting date in order to allow it to have sufficient time to review the meeting agenda.

4.4 The Secretary to the Good Governance Committee shall deliver the drafted minutes of meeting with the next meeting document to the Good Governance Committee within seven (7) days after the meeting.

4.5 In each meeting, the meeting agenda shall be determined beforehand. The agenda shall comprise the following elements:
(1) Approval of the minutes of the previous meeting.
(2) Progress reports of performance according to the Committee’s yearly plan.
(3) Report on other related corporate governance issues.

4.6 At least two-thirds of the appointed Good Governance Committee members present in the meeting shall constitute quorum. The Secretary shall attend the meeting.

4.7 A resolution in the Good Governance Committee’s meeting shall be carried by majority of votes. One Good Governance Committee member is eligible for one vote.

4.8 A resolution of the Good Governance Committee may be done without any meeting and comes into effect when such resolution is countersigned by all Good Governance Committee members.


5. Remuneration and Meeting Allowance
Remuneration and meeting allowance shall be in accordance with the remuneration principles for the Company’s Board of Directors which the Committee on Selection and Remuneration reviews and proposes to the Board.


6. Reporting
With its responsibility to the Board of Directors, the Good Governance Committee submits the following activity reports to the Board of Directors.

6.1 Summarized report of the Good Governance Committee’s performance in the year andnext year’s work plan.

6.2 Summarized progress report on the Good Governance Committee’s performance, recommendations, and comments on improvement of the Company’s good governance (if any). The report may be separately prepared or included as a summary of the Good Governance Committee’s meeting to present to the Board of Directors.

6.3 Other reporting as assigned by the Board of Directors.

This Charter shall be reviewed at least once a year by the Good Governance Committee. If there is any amendment, it shall be proposed to the Board of Directors for approval

This Charter takes effect from 18th December 2009.

(Mr. Kosol Chanthikul)   : Chairman

Mr. Sathaporn Kotheranurak) : Chairman, the Good Governance Committee

Remark: This Charter has been approved by the Company’s Board of Directors’ Meeting No. 4/2008 on 14th August 2008. It was amended later and received approval from the Board of Directors’ Meeting No. 8/2009 on 17th December 2009.


Charter of the Executive Committee


1. Objective

This Charter provides a guideline for the Executive Committee to support the management to be in accordance with the Company’s policy, vision and goals.


2. Authorities, Duty and Responsibility

2.1 The Executive Committee is responsible for supervision of management to be in accordance with the Company’s policy, vision and goals in the short and long terms. In addition, the Committee establishes policies, rules and regulations, and guidelines to permit the efficiency and transparency of the Company’s management.


2.2 Perform other duties as assigned by the Board of Directors.


3. Organization and Qualification

3.1 The Executive Committee consists of the following elements.

(1) Executive Committee members shall hold the Company’s Director and Executive positions.
(2) Executive Committee members shall be appointed by the Company’s Board of Directors.
(3) The Executive Committee shall comprise of at least three members including Chief Executive Officer and Executive Directors. The Chief Executive Officer acts as the Chairman.

3.2 Executive Committee members shall take their office for two (2) years for each term from the date of appointment or the Board of Directors’ resolution. Executive Committee members who retire from the position in the normal term may be nominated and re-appointed with approval from the Board of Directors.

3.3 Executive Committee members shall retire from the position if,

(1) Executive Committee members retire from the position of the Board of Directors’ members. If they, with their retirement in the normal term, are reappointed as the Board members, they shall hold the Executive Committee position for the remaining term.
(2) Executive Committee members retire from the position in the normal term.
(3) Death or resignation.
(4) The Board of Directors has a resolution to terminate the Executive Committee position.

3.4 The Executive Committee shall not have the following prohibited qualifications.

(1) Not a current bankrupt or a previous one.
(2) Never be imprisoned with judgment to be imprisoned with an exception of guilt of negligence or light guilt.
(3) (3) Never be fired, dismissed or depositioned from state agencies, state enterprises or public companies due to corruption.


4. Meeting

4.1 The Executive Committee meets as deemed appropriate for the business situations.

4.2 The Chairman of the Executive Committee shall call for a meeting.

4.3 At least half of the appointed directors present in the Executive Committee’s meeting shall constitute quorum.

4.4 A resolution in the Executive Committee’s meeting shall be carried by majority of votes. One Executive Committee member is eligible for one vote.

4.5 A resolution of the Executive Committee may be done without any meeting and comes into effect when such resolution is countersigned by all Executive Committee members.


5. Remuneration and Meeting Allowance
Remuneration and meeting allowance shall be in accordance with the resolution of the Board of Directors following the remuneration principles for the Company’s Board of Directors.


6. Reporting
With its responsibility to the Board of Directors, the Executive Committee submits the important activities reports to the Board of Directors which may be included in the report of the Chief Executive Officer.

This Charter takes effect from 14th August 2008.

(Mr. Kosol Chanthikul) : Chairman

Mr. Surapon Wongwathanaroj) : Chairman, the Executive Committee

Remark: This Charter has been approved by the Company’s Board of Directors’ Meeting No. 4/2008 on 14th August 2008.



Charter of the Committee on Selection and Remuneration


1. Objective
This Charter provides a guideline for the Committee on Selection and Remuneration for the selection, screening, and nomination the potential Directors of the Board of Directors and/or Specific Committees. In addition, the Committee sets the remuneration system for the Directors and Chief Executive Office, based on the appropriate and transparent principles according to the good governance practice.


2. Authorities, Duty and Responsibility

2.1 Select potential persons with required qualifications, knowledge, capability, experience, integrity, business ethics and sufficient time for dedicating knowledge, capability and experience to perform their duties for the Company according to the requirements in the Board of Directors’ selection criteria. These include selection of new directors and replacement of retired directors or any other cases. After the selection, the Committee nominates them to the Board of Directors and, then, the shareholders’ meeting for appointment.

2.2 Review and determine remuneration for the Board of Directors, and Chief Executive Officer as the executive, based on the remuneration criteria for the Directors. The determination is considered from the Board of Director members and Chief Executive Officer’s duty, scope of responsibility, experience and performance. This is in comparison with remuneration rate of those in the same industry, which is at the appropriate level and enough for retaining quality Directors. The determination of remuneration shall be approved by the shareholders.

2.3 Monitor and update the practices of the selection of Directors and determination of remuneration to be in line with good practices presented by other related agencies, and related announcements, regulations and acts. These shall be proposed to the Board of Directors.

2.4 Report the Board of Directors the Committee on Selection and Remuneration’s progress and performance.

2.5 Review the appropriateness of the selection criteria of the Board of Directors and the determination of remuneration for the Board to be in accordance with rules and regulations required by related supervision agencies. These shall be forwarded to the Board of Directors for approval.

2.6 Perform other duties as assigned by the Board of Directors.


3. Organization and Qualification

3.1 The Committee on Selection and Remuneration consists of the following elements.

(1) Committee members on Selection and Remuneration shall hold the Company’s Director position.
(2) Committee members on Selection and Remuneration shall be appointed by the Company’s Board of Directors.
(3) The Committee on Selection and Remuneration shall comprise of at least three members including Independent Directors and Executive Directors. The Board of Directors appoints the Chairman of the Committee on Selection and Remuneration.
(4) The Secretary to the Committee on Selection and Remuneration shall be appointed by the Committee on Selection and Remuneration with approval from the Board of Directors.
(5) Other meeting participants may be invited to attend a meeting to clarify related issues or give comments to the Committee on Selection and Remuneration with approval from the Chairman of the Committee on Selection and Remuneration.

3.2 The Committee members on Selection and Remuneration shall hold their office for two (2) years for each term from the date of appointment or the Board of Directors’ resolution. The Committee members on Selection and Remuneration who retire from the position in the normal term may be nominated and re-appointed with approval from the Board of Directors.

3.3. The Committee members on Selection and Remuneration shall retire from the position if,

(1) The Committee members on Selection and Remuneration retire from the position of the Board of Directors’ members. If they, with their retirement in the normal term, are re-appointed as the Board members, they shall hold the Committee on Selection and Remuneration position for the remaining term.
(2) The Committee members on Selection and Remuneration retire from the position in the normal term.
(3) Death or resignation.
(4) The Board of Directors has a resolution to terminate the Committee on Selection and Remuneration position.

3.4 The Committee on Selection and Remuneration shall not have the following prohibited qualifications:

(1) Not a current bankrupt or a previous one.
(2) Never be imprisoned with judgment to be imprisoned with an exception of guilt of negligence or light guilt.
(3) Never be fired, dismissed or depositioned from state agencies, state enterprises or public companies due to corruption.


4. Meeting

4.1 The Committee on Selection and Remuneration shall meet at least two (2) times per year.

4.2 All meetings shall be determined by the Committee on Selection and Remuneration in advance throughout the year. The Secretary to the Committee on Selection and Remuneration shall prepare the annual meeting schedule for its approval.

4.3 The Secretary to the Committee on Selection and Remuneration shall deliver necessary meeting document to the Committee on Selection and Remuneration at least five (5) days prior to the meeting date.

4.4 The Secretary to the Committee on Selection and Remuneration shall deliver the drafted minutes of meeting with the next meeting document to the Committee on Selection and Remuneration within seven (7) days after the meeting.

4.5 In each meeting, the meeting agenda shall be determined beforehand. The agenda shall comprise the following elements:

(1) Approval of the minutes of the previous meeting.
(2) Progress reports of performance according to the Committee on Selection and Remuneration’s yearly plan.
(3) Report on other related Selection and remuneration issues.

4.6 At least two-thirds of the appointed Committee members on Selection and Remuneration members present in the meeting shall constitute quorum. The Secretary shall attend the meeting.

4.7 A resolution in the Committee on Selection and Remuneration’s meeting shall be carried by majority of votes. One Committee member on Selection and Remuneration is eligible for one vote.

4.8 A resolution of the Committee on Selection and Remuneration may be done without any meeting and comes into effect when such resolution is countersigned by all Committee members.


5. Remuneration and Meeting Allowance
Remuneration and meeting allowance shall be in accordance with the resolution of the Board of Directors following the remuneration principles for the Company’s Board of Directors.


6. Reporting
With its responsibility to the Board of Directors, the Committee on Selection and Remuneration submits the following activity reports to the Board of Directors.

6.1 Summarized report of the Committee on Selection and Remuneration’s performance in the year and next year’s work plan after the end of the Committee on Selection and Remuneration’s last meeting of the year.

6.2 Summarized progress report on the Committee on Selection and Remuneration’s performance, recommendations, and comments on improvement of the Company’s selection and remuneration (if any). The report may be separately prepared or included as a summary of the Committee on Selection and Remuneration’s meeting to present to the Board of Directors.

6.3 Other reporting as assigned by the Board of Directors.

This Charter shall be reviewed at least once a year by the Committee on Selection and Remuneration. If there is any amendment, it shall be proposed to the Board of Directors for approval

This Charter takes effect from 18th December 2009.

(Mr. Kosol Chanthikul) : Chairman

(Mr. Surapon Wongwathanaroj) : Chairman, the Committee on

Selection and Remuneration
Remark: This Charter has been approved by the Company’s Board of Directors’ Meeting No. 4/2008 on 14th August 2008. It was amended later and received approval from the Board of Directors’ Meeting No. 8/2009 on 17th December 2009. The detail of such amendment is to increase the authorites, duty and responsibility of the committee in article 2.5.


Charter of the Risk Management Committee


1. Objective
This Charter provides a guideline for the Risk Management Committee to push for and promote the Company’s risk management at all levels from the Board of Directors, management executives to the employees in order to follow the framework of the risk management as determined by the Company and to be in conformity with the Stock Exchange of Thailand’s risk management.


2. Authorities, Duty and Responsibility

2.1 Set a system to have risk management method, investigation, and verify the risk management process on the regular basis. Review and update the risk management policy and framework to be proposed to the Board of Directors for approval and to be in accordance with the Stock Exchange of Thailand’s risk management guideline.
2.2 Propose the goals, action plan and necessary budget to drive the organization’s risk management to the Board of Directors for approval.
2.3 Support and promote the risk management system in the aspects of strategy, finance, operations, law infringement, abnormal circumstances, natural disasters and accident, accordingly to the action plan.
2.4 Arrange to have monitoring of the risk management process following the organization’s risk management framework in the aspects of strategy, finance, operations, abnormal circumstances, natural disasters and accident.
2.5 Approve the organization’s risk management plan in the aspects of strategy, finance, operations, abnormal circumstances, natural disasters and accident.
2.6 Report progress and major recommendations to Chief Executive Officer and/or the Board of Directors.
2.7 Report the Board of Directors any risks that are significant and give impacts on the Company’s operations and risk management plan.
2.8 Communicate with the Audit Committee on major risks.


3. Organization and Qualification

3.1 The Risk Management Committee consists of the following elements.

(1) Risk Management Committee members comprise at least two (2) members of the Board of Directors and Executives at the Chain of Command/Department level as assigned by the Board of Directors.
(2) The Board of Directors appoints the Risk Management Committee
(3) The Risk Management Committee appoints its Secretary and working groups as deemed appropriate.
(4) Other meeting participants may be invited to attend a meeting to clarify related issues or give comments to the Risk Management Committee with approval from the Chairman of the Risk Management Committee.

3.2 The Risk Management Committee members shall hold their office for two (2) years for each term from the date of appointment or the Board of Directors’ resolution. The Risk Management Committee members who retire from the position in the normal term may be nominated and re-appointed.

3.3 The Risk Management Committee members shall retire from the position if.

(1) The Risk Management Committee members retire from the position of the Board of Directors’ members. If they, with their retirement in the normal term, are re-appointed as the Board members, they shall hold the Risk Management Committee position for the remaining term.
(2) The Risk Management Committee members retire from the position in the normal term.
(3) Death or resignation.
(4) The Board of Directors has a resolution to terminate the Risk Management Committee position.

3.4 The Risk Management Committee shall not have the following prohibited qualifications.

(1) Not a current bankrupt or a previous one.
(2) Never be imprisoned with judgment to be imprisoned with an exception of guilt of negligence or light guilt.
(3) Never be fired, dismissed or depositioned from state agencies, state enterprises or public companies due to corruption.


4. Meeting

4.1 The Risk Management Committee shall meet at least one (1) time per quarter.

4.2 All meetings shall be determined in advance throughout the year. The Secretary to the Risk Management Committee shall prepare the annual meeting schedule for its approval.

4.3 The Secretary to the Risk Management Committee shall deliver necessary meeting document to the Risk Management Committee beforehand.

4.4 The Secretary to the Risk Management Committee shall deliver the drafted minutes of meeting with the next meeting document to the Risk Management Committee within five (5) days after the meeting.

4.5 In each meeting, the meeting agenda shall be determined beforehand. The agenda shall comprise the following elements.

(1) Approval of the minutes of the previous meeting.
(2) Progress reports of performance according to the Risk Management Committee’s yearly plan.
(3) Report on other related risk management issues.

4.6 At least two-thirds of the appointed Risk Management Committee members present in the meeting shall constitute quorum. The Secretary shall attend the meeting.

4.7 A resolution in the Risk Management Committee’s meeting shall be carried by majority of votes. One Risk Management Committee member is eligible for one vote.

4.8 A resolution of the Risk Management Committee may be done without any meeting and comes into effect when such resolution is countersigned by all Risk Management Committee members.


5. Remuneration and Meeting Allowance
Remuneration and meeting allowance shall be in accordance with the remuneration principles for the Company’s Board of Directors which the Committee on Selection and Remuneration reviews and proposes to the Board.


6. Reporting
With its responsibility to the Board of Directors, the Risk Management Committee submits the following activity reports to Chief Executive Officers and/or the Board of Directors.

6.1 Summarized report of the Risk Management Committee’s performance in the year and next year’s work plan after the end of the Risk Management Committee’s last meeting of the year.

6.2 Summarized progress report on the Risk Management Committee’s performance, recommendations, and comments on improvement of the Company’s risk management (if any). The report may be separately prepared or included as a summary of the Risk Management Committee’s meeting to present to Chief Executive Officer and/or the Board of Directors.

6.3 Other reporting as assigned by the Board of Directors/Chief Executive Officer.





Code of Ethics of the Company’s Directors and Executives
Surapon Foods Public Company Limited

I have received, read, understood and agreed to uphold the Company’s Code of Ethics of Surapon Foods Public Company Limited as the working principle with highest standard.




Signature ......................................
Director/Executive



Message from the Chairman of Surapon Foods PLC.

The Board of Directors’ Meeting of Surapon Foods PLC. No. 4/2010 held on August 11, 2010 has passed the resolution to approve the Company’s Code of Ethics to use this Code of Ethics as guideline of working according to good corporate governance as well as reflect the Directors and Executives’ responsibilities to the Company, shareholders, employees and all other stakeholders.


The Board of Directors and Executives are very important for business management because the Board of Directors are appointed by shareholders to determine and oversee the business management where as the Executives are responsible for managing the business to achieve the Company’s policy, vision, mission and goal.


The duties and responsibilities of Board of Directors and Executives are to manage the business in order to generate the best benefit for the Shareholders and Company which is in line with principle of Fiduciary Duties. There are four principal fiduciary duties to which the Directors and Executives must perform, namely:

1.Duty of Care – To be diligent and prudent.
2.Duty of Loyalty – To act in good faith
3.Duty of Obedience – To comply with the laws, the Company’s statement of incorporation, the Company’s articles of association, the resolutions of shareholders’ meeting as well as the resolutions of board of director’s meeting.
4.Duty of Disclosure – To reveal the information that is accurate, adequate and transparent.


The Board of Directors hopes that this Company’s Code of Ethics shall be used as guideline for the Directors and Executives to perform their duties and responsibilities with high standard according to good corporate governance. The Board of Directors also hopes that the Directors and Executives can be the good role model for all the Company’s staffs.




Mr.Kosol Chantikul
Chairman of Board of Directors
11 November 2010


Surapon Foods Public Co., Ltd. looks forward to uphold the Directors and Executives manage and work by concerning highest ethical standards and play a key role to drive all business affairs perform based on good corporate governance. Consequently, the Board of Directors has constituted the Code of Ethics of the Directors and Executives which provides the guideline of working as follows:-


1.Respect and Follow the rules and regulation
1.1To perform their duties in such way that is lawful, within the Company’s statement of incorporation, the Company’s articles of association, in accordance with the resolutions of shareholders’ meeting and board of director’s meeting including the Company’s corporate governance policy and code of ethics.
1.2To inform the Board of Directors immediately in case finds that have will have or might have prescription of prohibited characteristics of the Directors and Executives as stated in the Notification of Securities and Exchange Commission.

2.Management and Duties
2.1To manage and run the business with utmost effort in order to generate benefit to the Company.
2.2To perform their responsibilities with honesty and loyalty .
2.3To perform their responsibilities with care and circumspection as well as compliance with duties and responsibilities as the Company assigned.
2.4Do not act or decide any business affairs under political influence which could lead the public misunderstand that the Company is involving or supporting any political parties.
2.5Do not act or decide any business affairs which could possibly bring the Company infamy or bad image. This is including not using name, position or any relationship with the Company for personal interests.

3.Conflict of interest
3.1Do not work or decide under the influence of anyone or any group. Do not take any illegitimate and/or improper benefit from work, whether directly or indirectly.


3.2Do not engage in activities potentially leading to the related-party transaction or conflict or interest with the Company or no interest in other businesses that complete with the company, whether directly or indirectly. The Directors and Executives who involved or uncertain about conflict of interests in their own and their related-person performances shall inform the Board of Directors.
3.3Avoid any conflict of interest in order to help running the business transparently and efficiently.
3.4Not to be entrepreneur, director, executive, major shareholder including any person in family is the director or major shareholder in the similar-business companies which complete with the Company or do business with the Company whether such action is made for his own sake or other sake. The Directors and Executives who involved or uncertain about this matter shall inform the Board of Directors.
3.5Do not act or manage any business affair which undermine the interests of the Company or subserve benefits to other person or juristic person whether such action is made for his own sake or other sake.

4.Keeping of Confidentiality and Usage of Inside Information
4.1Do not take any illegitimate benefit from the confidential data and/or information. Even they have vacated from the position, they still must not disclose the confidential data and/or information.
4.2Do not take benefits from the non-disclosing information for their own sake or other sake. Especially, data or information that affects or might affect to the Company’s stock price.
4.3Confidential data or information includes document, email or soft file. All the Company Information must be used under the scope of work or responsibility only.

5.Corporate Governance, Internal Control and Risk management
5.1To perform according to the Company’s policy, procedure and working process under scope of the work and responsibilities assigned by the Company. The Directors and Executives must report the Company in case there are not compliance with the Company’s policy, procedure and working process.
5.2To be aware of good corporate governance in all activities and perform their work in line with the Company’s Corporate Governance Policy, approved by the Board of Directors.
5.3To be aware of risk management in all activities and perform their work in line with the Company’s Risk Management Policy, approved by the Board of Directors.
5.45.4 To be aware of internal control and audit in all activities and perform their work in line with the Company’s Internal Control and Audit Policy, approved by the Board of Directors. The Directors and Executives also very much aware of audit and review the high-risk activities including determining the checking and balancing system for high-risk activities.
5.5To give a good cooperation and supporting to the agencies related to corporate governance, internal audit and risk management by providing accurate information and avoid any intervention to these agencies that might affect their independency.


Articles of Association(EN)


Anti Corruption