Component of Board of Directors

            The Company has fixed an appropriate number of directors who could perform their duties efficiently.  Number of directors will not exceed 12 persons.  Presently, there are 9 directors.  Most of than represent shareholders and being executives of the Company.  They are all capable, and posses expertise in the Company’s businesses.  It was required that at least 3 persons in the Board would be Independent Directors.  Those Independent Directors are skillful and well experienced.  They are free to use judgement independently.  They are endowed with leadership, and they could bring any issue to the attention of the Board.
            Criteria of nominating Independent Director of the Company complies with definitions laid down by the Stock Exchange of Thailand.

Chairman and President

The Board selected the Chairman and President.  Presently, the two positions are held by a same person.

Ad hoc Committees

For monitoring certain areas of works that requires special expertise, the Board had appointed Ad hoc Committees to toke care of those works.  Presently, Ad hoc Committees comprise:-

1.3.1 Audit Committee
Audit Committee comprises at least 3 Independent Directors.  The Audit Committee was set up in order to enhance efficiency in business operations and value-adding to the organization in the following areas:-

• Confidence, respectability, and transparency in financial reports disseminated to the public

• Enhance carefulness of the Board in performing its duties.  Responsibility of the Board will be focused on:-

• financial reporting
• adoption of appropriate accounting policies
• financial management
• internal control and internal audit
• compliance to relevant regulations and laws
• management and control of business risks
• proposing nomination of external auditors, and evaluating their performance

• Enhance chances of the Board to study in depth matters other than financial reports and internal control system, and boost up efficiency on management in other areas

• Enhance strength in the robs and power of the Board from outside

• Enhance better understanding of directors on auditing frame-work in carrying out its duties.  The Audit Committee would have to maintain close cooperation with the Board of Directors, Management, external auditors, and internal auditors.  To assure efficiency at work, each member of the Audit Committee would have to develop and maintain expertise, knowledgeability, thorough understanding in his areas of responsibility, including an understanding in the Company’s businesses and possible damages.

1.3.2 Nominating and Remuneration Committee

Nominating and Remuneration Committee comprises not more than 4 directors.  Presently, it comprises 3 directors, 2 of which are executive directors.  The remainder one is an Independent Director who chairs the Nominating and Remuneration Committee.  Roles of the Nominating and Remuneration Committee are to help the Board and shareholders on:-

• Recruiting candidates whose names should be proposed for nomination as directors or executives when such positions become vacant.

• Consider remuneration for the Board and executives. 
  

Authority and Responsibility

• Considers structure, component and qualifications of directors and executives of the Company.

• Selects and recruits capable persons who are well versed in the businesses of the Company, and who deserve nomination as director or executive when such positions become vacant, so that their names would be proposed to the Board or the Shareholders’ Meeting for approval.

• Considers and proposes structure of remuneration for directors and executives, i.e. salary, severance pay, bonus, welfare, meeting allowance, and other fringe benefits whether financial or non-financial.

• Evaluates its own performance, and reports it to the Board annually

• Carries out any other assignments relevant to the roles of nominating and remunerating as deemed appropriate by the Board.

The Nominating and Remuneration Committee will report results of its performance to the Board at least once a year.

1.3.3 Sub-committee on Risk Management

             Sub-committee on Risk Management comprises concerned executives appointed by the Board, not more than 5 persons, for a term in office not longer than 2 years.  The Sub-committee helps the Board on monitoring the process of risks management, so as to assure that it is at appropriate level.

             The Sub-committee has to assure availability of effective and efficient management covering all categories of risks.  It has to identify, evaluate, decrease and monitor risks, and reports the results to the Audit Committee and the Board of Directors.

Authority and Responsibilities of Sub-committee on Risk Management

• Study, review and evaluate any possible risk, including trend of probable impact on the organization, for both internal and external risks covering at least 4 areas as described below:-

• Financial risk
• Operational risk
• Business risk
• External factors risk

• Formulate policies on risk management, and propose it to the Board for the Board’s overview;

• Formulate strategies, organizational structure, and resources used in the management of risks, in compliance to risk management policies and business directions of the Company;

• Set up risk-taking criteria of operation in term of financial limit and nature of transactions;

• Monitor and review policies, strategies and implementation to assure that risk management strategies are implemented appropriately;

• Be authorized to appoint working group to evaluate and keep track of risk throughout the organization;

• Other matters as assigned by the Board.

The Sub-committee on Risk Management reports to Audit Committee and Board of Directors quarterly.

Term of Directorship and Ad Hoc Committee

The Company does not fix the term of directorship.  However, one-third of total number of directors will have to retire from office in every Annual General Meeting of Shareholders.  Retiring director could be reappointed to resume office for another term if so proposed, and appointed by the meeting of shareholders.  Term in office of ad Hoc Committee is to follow policy of the Board.  If any member of any Ad Hoc Committee is no longer a director of the Company, he will be no longer a member of that Ad Hoc Committee.

Authority and Responsibility of the Board of Directors

            Board of Directors is responsible to shareholders on operating results of the Company, and on monitoring and controlling Management to adhere to its policies, targets, and ways of maximizing benefits and adding values to shareholders continually under the frame work of good moral and by being aware of interest of all stakeholders.  The Board has duties to abide by the laws, objectives, Articles of Association, and resolutions of the meeting of shareholders.  The Board has to perform its duties faithfully, and safeguard the interest of shareholders in the short run and long run.  The Board has to comply with criteria and regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
            The Board has been monitoring operations of the Company always.  The Board could have access to any information of the Company and examine accompanying documents used in Board meetings and other official documents freely.  The Board has assigned Chief Financial Officer to be Company Secretary, so that he has had duties to look after all activities of the Board.  In addition, a Legal Advisor was appointed to assure that the Board and the Company would have complied with the laws and regulations.
            To carry out its duties more effectively, the Board had appointed an Executive Committee (Management) who is responsible to operating and monitoring of businesses.  The Board has determined that the following matters are under its authority and responsibility to consider and to give approval:-

• Performing duties in accordance with the law, the Objects and Articles of Association of the Company as well as the resolution of the Meeting of Shareholders;
• Prescribing business policies and targets for the Management to follow;
• Monitoring and controlling Management to conduct business efficiently and in good faith, and to follow shareholders’ resolution;
• Calling for the Meeting of the Shareholders at least once a year to report business performance and to request for the resolutions on matters beyond the power of the Board of Directors e.g. declaration of dividend;
• Calling for the Meeting of the Board of Directors at least once every three month;
• Entering into any transaction or any act which may have material effect on financial position, obligation on liabilities, and reputation of the Company, e.g. borrowing money from financial institution;
• Entering into any connected transaction that requires no approval of Shareholders’ Meeting between the Company, its subsidiaries, or affiliated companies and connected persons;
• Setting up internal control system and efficient internal auditing procedure;
• Directing and monitoring the accuracy, completeness, and transparency of financial reporting and reporting of other information to shareholders and other concerned parties;
• Nominating and defining scope of duties and responsibilities of ad-hoc committee in any particular issue;
• Nominating and changing authorized signatories who can bind the Company;
• Setting up policies, business strategies, business plan, and annual budget for the Company;
• Following up results of work and business results quarterly and annually of the Company, and comparing it to budget;
• Entering into any contract that is not normal business of the Company, or any material contract of normal business nature;
• Directing and monitoring the compliance to principles of good corporate governance; and Amending or changing the scope of authorities and responsibilities of the Board as mentioned above.
• Amending or changing the scope of authorities and responsibilities of the Board as mentioned above.

Policy on Corporate Governance

The Board always adheres to good codes of conduct for directors of listed company as laid down by the Stock Exchange of Thailand and the Securities and Exchange Commission.  This effort will boost up good standard of managerial activities, transparency, and confidence of shareholders, investors, and all concerned parties.  The Board has assigned the Audit Committee to review and monitor compliance to good corporate governance policy of the Company.

Responsibility to Shareholders

The Board has been aware of its duty on safe-guarding interest of major shareholders and small shareholders equally.  In addition, small shareholders could exercise their right to safe-guard their own interest by expressing opinions, suggestion, and voting in the meeting of shareholders.  They could participate in decision-making in any significant change, vote in the election of directors, and have access to any information of the Company correctly, completely, transparently, openly, and verifiably.  After each shareholders’ meeting, the Company would advise the Stock Exchange of the relevant resolutions and minutes for dissemination to the public via its website.

Awareness of All Stakeholders’ Right

The Board is well aware of all stakeholders’ right, and treats them equally.  They are shareholders, employees, and business partners such as joint-venture partner, creditors, trade partners, customers, suppliers, and the surrounding community.  The Board monitors the Management on adherence to this policy.

Disclosure of Information and Transparency and Communication with Investors, Mass Media and Concerned Parties

The Board has a policy to disclose information relevant to business or operating results of the Company, financial or non-financial.  Disclosure would be made accurately, completely, adequately, regularly, timely, and reflecting the operating results and financial position of the Company.  The Board has assigned the Chief Financial Officer to assume the role of communicating and disclosing information to investors, mass media, and concerned parties transparently, accurately, completely and timely by publication in newspaper, holding conferences, issuing press releases, including uses of electronic media such as website and email of the Company, i.e. www.srithaisuperware.com

Board Meetings

The Board holds meetings at least 4 times per annum.  In each meeting, agendas of meeting are predetermined throughout the whole year.  Invitation letters and accompanying documents are sent to each director 7 days in advance so that they would have enough time to study and consider it.  Any resolution passed in each agenda would be based on the interest of shareholders and concerned parties fairly.  In each meeting, time and venue would be arranged adequately and conveniently so that all directors would feel free to express opinions and discuss.  The Company Secretary has a duty to summarize topics of discussion in each agenda and make conclusions.  Attendance report of Board Meetings was shown in Annual Report.

An Audit Committee was appointed by the Board.  The Audit Committee holds meetings at least 4 times per annum.  In each meeting, officers of Internal Audit Department, President, Senior Management and external auditor are invited to attend as deemed necessary.  Summarized results of the meeting is reported to the Board of Directors.

Report made by the Board

The Board has arranged for the preparation of Balance Sheet and Income Statement quarterly and at year end, and prepares Annual Report for submitting to the meeting of shareholders as required by law.  The Board has assigned the Audit Committee to assure, and issue a report, adoption of generally accepted accounting principles in preparation of the Company’s financial statements and consolidated financial statements in accordance with regulations of the Stock Exchange of Thailand and the Office of Securities and Exchange Commission and related laws.  The Audit Committee also expresses opinions on internal control in the Annual Report.

Meeting of Shareholders

The Board arranges for an Annual General Meeting of Shareholders within four months since the end of an accounting year at convenient time and place.  Invitation Letters will show agendas of meeting and proposals with details.  Each proposal carries a designation of purpose for information, for approval, or for consideration, as the case may be.  It also shows opinions of the Board on the proposal.  Invitation letters will be sent to local and foreign shareholders and share registra at least 7 days in advance.  Proxy form for appointing an Independent Director as a proxy is sent along with.

In each meeting, the Chairman will allow all shareholders to express opinions or raise questions to the Board or to Management equally by following the agendas.

In addition, the Board may call for an extraordinary meeting of shareholders any time.  By the same token, shareholders could collectively submit petition to the Board to call for an extraordinary meeting of shareholders any time.  Reason will have to be given in such a petition.  In such case, the Board will arrange to have a shareholders’ meeting within one month since the date of receiving the petition.  This is in accordance with the Public Company Act.