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Good Corporate Governance Policy

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Charter of Nominating and Audit Committee

Charter of Sub-committee on Risk Management

Charter of Nominating and Remuneration Committee

ภาษาไทย

1. Background
So as to be in line with Policy on the Good Corporate Governance of the Company and the principle of Good Corporate Governance of the Stock Exchange of Thailand regarding nominating and remunerating of directors and executives transparently and fairly to all stakeholders and efficiently to the Company, the Board of Directors has appointed a Nomination and Remuneration Committee to carry on this duty as per its resolution of the Board meeting No.4/2548 held on August 10, 2005.

2. Definitions

In this Charter:-
Company	means	Srithai Superware Public Company Limited
Shareholders	mean	Shareholders of Srithai Superware Public Company Limited
Board of Directors	means	Board of Directors of Srithai Superware Public Company Limited
Executives	mean	Managerial officers of directorial level upward of Srithai Superware Public Company Limited

3. Objectives
The Nomination and Remuneration Committee shall maintain such relationship that reflects its efficient operation with the Board of directors. The Committee has duties in assisting the board of directors and shareholders in.-

Recruiting candidates whose names should be proposed for nomination as directors or executives when such positions become vacant or new positions are created.
Considering remuneration for the board and executives.

Criteria on nominating and remunerating has been set up with transparency for submission to the meeting of shareholders or the Board Meeting, as the case may be.

Component
3.1The Board of Directors appoints the Nominating and Remuneration Committee which comprises not more than 4 members. Chairman of the Nominating and Remuneration Committee will be an Independent Director.
3.2The Nominating and Remuneration Committee will have to appoint a member as its secretary.

4. Term in Office and Remuneration
4.1The Nomination and Remuneration Committee has a term in office not longer than 3
accounting years. The term can be extended.

4.2 When member of the Nomination and Remuneration Committee has completed its term, or
could not stay in office for the whole term due to any reason, the Board of Directors shall appoint its substitute within 3 months since the date the number of members is short. The substitute member shall hold office only for the remaining office term of the vacating member.

4.3 Any member of the Nomination and Remuneration Committee who has completed his term
in office may be reappointed as member for another term.

4.4 Apart from vacancy upon the completion of office term, a member shall vacate office
upon.-

               4.4.1 deathy,
               4.4.2 resignation,
               4.4.3 lack of qualifications under Clause 6 of the Charter.

         4.5 Compensation of the Nomination and Remuneration Committee shall be commensurated
      to duties and responsibilities as approved by the Meeting of Shareholders.

5. Qualifications
Members of the Nomination and Remuneration Committee shall possess the following
qualifications:-

         5.1 being a director;
         5.2 being able to devote sufficient time to carry out assignments of the Nomination
                and Remuneration Committee;
         5.3 for the Independent Director who chairs the Nomination and Remuneration Committee possessing all qualifications of Independent Director as per the Notification of Capital Market Supervisory Board

6. Authority and Responsibilities
          6.1 Review organizational structure and qualifications of directors and executives.
          6.2 Review and approve organizational structure that is fit to nature of business.
          6.3 Select suitable persons who should be nominated as directors in case of vacancy
                 of such position or completion of term in office of any director.
          6.4 Appoint suitable persons as executives from the name-list selected and proposed by
                  the Company in case of vacancy of such position or new position being available.
          6.5 Review and propose structure of remuneration for directors and executives,
                 e.g. salary, severance pay, bonus, welfare, meeting allowance, or other kinds of
                 remuneration of monetary or non-monetary nature.
          6.6 Evaluate performance of Nomination and Remuneration Committee, and report to
                 the Board of Directors annually.
          6.7 Other assignments relating to nominating and remunerating for directors and
                 executives as deemed appropriate by the Board of Directors.

7. Meeting
          7.1The Nomination and Remuneration Committee shall call for or arrange for
                 meetings in due course.
          7.2 At least three members of the Nomination and Remuneration Committee shall
                 attend a meeting to form a quorum.
          7.3 Resolution of any meeting of the Nomination and Remuneration Committee shall
                 be passed by a majority of votes, except for the case of such meeting being attended
                 by only three members, then an unanimous voting is required.

8. Reporting
The Nomination and Remuneration Committee shall report to the Board of Directors, and issue
its report to the Board Meeting at least once a year.

This Charter is effective on May ,13 ,2011

                 -------------------------------------                                                        --------------------------------------
                   Mrs.Siriporn Sailasuta                                                           Mr.Sanan Angubolkul
         Chairwoman of the Nomination and                                    Chairman of the Board of Directors
                 Remuneration Committee

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