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 them represent shareholders and are executives of the Company.  They are all capable, and possess expertise in the Company’s businesses.  In compliance with relevant laws, the Company  requires that at least 3 persons in the Board be Independent Directors, presently there are 4.  Those Independent Directors are skillful, well experienced and are endowed with leadership. They are free to use judgement independently. 
           Criteria of nominating Independent Director of the Company complies with definitions laid down by the Office of the Securities and Exchange Committee.

Chairman and President

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

Specific Committees

           For monitoring certain areas of works that requires special expertise, the Board had appointed Specific Committees to take care of those works which consist of:-

1.3.1 Audit Committee
           Audit Committee comprises at least 3 Independent Directors.  The Audit Committee is assigned to enhance efficiency in business operations, confidence, respectability, and transparency in financial reporting disseminated to the public.

           Audit Committee has duties and responsibility as described in the Charter of Audit Committee, in compliance to Notification of the Stock Exchange of Thailand, Re : Qualifications and Scope of Work of the Audit Committee, 2008.
          The Audit Committee has to report its performance to the Board of Directors of the Company at least once every quarter.

1.3.2 Nominating and Remuneration Committee

           Nominating and Remuneration Committee comprises not more than 4 directors, 2 of which are executive directors and another 2 Independent Directors. One Independent Director has been nominated as Chairman of 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.

• Considering remuneration for the Board and executives.
  

Duties and Responsibility

• Set up criteria and transparent method on nominating and remunerating for consideration by the Shareholders’ Meeting or the Board Meeting as the case may be.

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

• Select and recruit capable persons who are well versed in the businesses of the Company for 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 as the case may be.

• Consider and propose 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.

• Carry out any other assignments relevant to the roles of nominating and remunerating as assigned by the Board.

• Report its performance, and present its report in the Annual Report of the Company.

           The Nominating and Remuneration Committee has a term in office of 3 accounting years.    It has a duty to report results of its performance to the Board at least once a year.

1.3.3 Risk Management Sub Committee

             The Board has appointed a Risk Management Sub Committee comprising senior executives and concerned executives not more than 9 persons. The Sub Committee helps the Board on taking care of the process of risks management so as to maintain it at appropriate level.

             The Sub Committee has to assure availability of effective and efficient risk management covering all categories of risks.  It has to identify, evaluate, reduce and monitor risks.

Duties and Responsibilities

• 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 consideration.

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

• Set up financial limit or types of activities according to level of risk, and present it to the Board for approval as guideline of operation in respective circumstance of each risk area.

• Monitor and review policies, strategies and implementation methods to assure that risk management strategies are executed 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 Risk Management Sub Committee has a term in office of 3 accounting years. It has duty to report to performance to the Audit Committee for consideration before forwarding its report to the Board of Directors for acknowledgement quarterly.

Term of Directorship and Specific Committee

           The Company does not fix the term of directorship.  However,  the Company complies with Public Company Act and requires that one-third of total number of directors 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 Specific Committee is not fixed. If any member of any Specific Committee is no longer a director of the Company, he/she will be no longer a member of Specific Committee as well.

Directorship in other listed company

           The Company allows its directors to be directors of other listed companies. However, each director could not hold directorial positions in more than 5 listed companies at a time to assure maximum efficiency of his directorship.

Duties and Responsibility of the Board of Directors

           Board of Directors is responsible to shareholders for operating results of the Company, as well as for monitoring and controlling Management to adhere to its policies, targets, 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, resolutions of the meeting of shareholders, criteria and regulations of Office of the Securities and Exchange Commission and the Stock Exchange of Thailand.  The Board has to perform its duties faithfully, and safeguard the interest of shareholders in the short run and long run. 
           The Board has appointed an the Management comprising capable and knowledgeable persons, to run business in accordance with policies and predetermined targets. The Board has consistently monitored performance of the Company and has free access to any information of the Company at its own will.
           In order to assure compliance to laws, regulations and relevant rules, the Board has appointed a director as a Company Secretary who has duties and responsibility as prescribed in The Securities and Exchange Act(4th revision) B.E. 2551.

Authority of the Board of Directors

• Authority and duties to manage the Company in accordance with objectives, Articles of Association, resolutions of Shareholders’ Meeting as prescribed in Public Company Act, B.E. 2535.
• Prescribe business policies and targets for the Management to follow.
• Monitor and control Management to conduct business efficiently and in good faith.
• Call 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.
• Call for the Meeting of the Board of Directors at least once every three months.
• Enter 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.
• Enter into any connected transaction between the Company, its subsidiaries, or affiliated companies and connected persons that requires no approval of Shareholders’ Meeting.
• Set up internal control system and efficient internal audit procedure.
• Direct and monitor the accuracy, completeness, and transparency of financial and other information reporting to shareholders and other concerned parties.
• Nominate and define scope of duties and responsibility of Specific Committee.
• Nominate and change authorized signatories who can bind the Company.
• Set up policies, business strategies, business plan, and annual budget for the Company.
• Follow up results of work and business performance of the Company quarterly and annually.
• Enter into any contract that is not normal business of the Company, or any material contract of normal business nature.
• Direct and monitor the compliance to principles of good corporate governance.
• Amend or change the scope of authorities and responsibility of the Board as mentioned above.

Policy on Corporate Governance

           The Board always adheres to codes of conduct for directors of listed company as laid down by the Stock Exchange of Thailand, Office of the Securities and Exchange Commission, and relevant laws, regulations and rules.  This effort will boost up good standard of management with transparency, and confidence of shareholders, investors, and all concerned parties.  The Board reviews good corporate governance policy of the Company at least once a year to support improvement of compliance.

Responsibility to Shareholders

           The Board has been aware of its duty on safe-guarding interest of major shareholders and minority shareholders equally.  In addition, minorty 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 receive any information of the Company correctly, completely, transparently, openly, and verifiably. After each shareholders’ meeting, the Company would report the Stock Exchange of the relevant resolutions and minutes for dissemination to the public via its information system within 09:00 hrs. of the next working day.

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 investor, creditors, trade partners, customers, suppliers, and the surrounding community.  The Board has observed the Business Ethics  as notified to the public.

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

           The Board has a policy to disclose data and information relevant to business or operating results of the Company, financial or non-financial.  Disclosure would be made accurately, completely, adequately, regularly, timely, and with reflecting the actual operating results of the Company.
           The Board has assigned the Company Secretary to assume the role of communicating and disclosing information to investors, mass media, and concerned parties transparently, accurately, completely and timely through publication in newspaper, dissemination in the Company’s website, holding conferences, and issuing press releases.
           To facilitate a channel of communication with shareholders and interested persons so that they could make suggestions and contacts to our directors or Management, a window called “Investors Relation” is made available at the Company’s website :- www.srithaisuperware.com

Board Meetings

           The Board holds meetings at least 4 times per annum.  Dates of meeting are predetermined throughout the whole year. For each meeting, Company Secretary will send invitation letters and accompanying documents to each director at least 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. 
           For 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 present topics of discussion in each agenda and make conclusions to derive resolutions for further implementation.  Attendance report of each Board member is shown in Annual Report.

Report made by the Board

           The Board arranges 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 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, the Office of Securities and Exchange Commission and related laws.  The Board of Directors by the Chairman also issues a report on its accountability to financial statements for disclosure in the Company’s Annual Report.

Meeting of Shareholders

           The Board arranges for an Annual General Meeting of Shareholders within four months after the end of an accounting year at convenient time and place.  Invitation Letters 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 are 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.
           For 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 as they deemed fit.  By the same token, shareholders holding share in aggregate not less than one-fifth of total issued shares or shareholders of the number not fewer than 25 persons holding shares in aggregate not less than one-tenth of total issued shares could collectively submit a request to the Board to call for a meeting of shareholders any time with reason given in such a request.  In such case, the Board will arrange to have a shareholders’ meeting within one month since the date of receiving of the request according to Articles of Association of the Company.