Melamine Products Questions

Good Corporate Governance Policy

Business Ethics

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 Nominating and Remuneration Committee to carry on this duty as per its resolution of the Board meeting No.4/2548 held on 10 August 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 Nominating and Remuneration Committee will 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.
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.

4. Component
4.1 The 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.
4.2 The Nominating and Remuneration Committee will have to appoint a member as its secretary.

5. Term in Office and Remuneration
         5.1 The Nominating and Remuneration Committee has a term in office not longer than 3 accounting periods.
         5.2 When the Nominating 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 will appoint their substitutes within 3 months since the date of any member vacating office. The substitute member shall hold office only for the remaining office term of the vacating member.
         5.3 Any member of the Nominating and Remuneration Committee who has completed his term in office may be reappointed as member for another term but not more than two consecutive terms.
         5.4 Apart from vacancy upon the completion of office term, a member shall vacate office upon:-
               5.4.1 deathy,
               5.4.2 resignation,
               5.4.3 lack of qualifications under Clause 6 of the Charter.
         5.5 The Nominating and Remuneration Committee will be compensated commensurating to duties and responsibilities as approved by the Board of Directors.

6. Qualifications
Members of the Nominating and Remuneration Committee will possess the following qualifications:-
         6.1 being a director;
         6.2 being able to devote sufficient time to carry out assignments of the Nominating and Remuneration Committee;
         6.3 The Independent Director who chairs the Nominating and Remuneration Committee will possess qualifications same as the Audit Committee.

7. Authority and Responsibilities
          7.1 Review structure, component, and qualifications of directors and executives.
          7.2 Select and recruit knowledgeable and capable persons suitable to nature of business of the Company, and propose their names for nomination as directors or any executive positions, if vacant, by Board of directors or Meeting of Shareholders as the case may be.
          7.3 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.
          7.4 Evaluate performance of Nominating and Remuneration Committee, and report to the Board of Directors annually.
          7.5 Other assignments relating to nominating and remunerating as deemed appropriate by the Board.

8. Meeting
          8.1 The Nominating and Remuneration Committee will call for or arrange for meetings in due course.
          8.2 At least two members of the Nominating and Remuneration Committee will attend a meeting to form a quorum.
          8.3 Resolution of any meeting of the Nominating and Remuneration Committee will be passed by a majority of votes, except for the case of such meeting being attended by only two members, then an unanimous voting is requires.

9. Reporting
The Nominating and Remuneration Committee will report to the Board of Directors, and issue its report to the Board Meeting at least once a year.

Know all men on this 10th day of August 2005

Sanan Angubolkul
Chairman
Srithai Superware Pcl.