Background
In order to be consistent with Policy on Good Corporate Governance of the Company and Principle of Good Corporate Governance of the Stock Exchange of Thailand regarding efficient management on possible risks that may erupt within the business enterprise,  the Board of Directors passed a resolution in its meeting No.6 held on 10 August 2004 appointing a hoc Sub-committee on Risk Management.

 

Objectives
The Sub-committee on Risk Management will maintain such relationship with the Board of Directors that reflects its efficient operation.  The Sub-committee will assist the Board on monitoring the process of risk management, so as to assure that it is at appropriate level.

The Sub-committee will assure that risk management of the Company is effective and efficient covering all risks, including indentifying, evaluating, reducing, and monitoring of risks. The Sub-committee will report the results to the Audit Committee and the Board of Directors.
 

Component
The Sub-committee on Risk Management comprises members who represent many lines of delegation such as concerned executives, not more than 5 persons, as appointed by the Board for a term in office not longer than 2 years.
 

Authority and Responsibilities

  1. 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 risks
    - Operational risks
    - Business risks
    - External factors risks
  1. Formulate policies on risk management, and propose it to the board for the Board’s overview.
  2. Formulate strategies, organizational structure, and resources used in the management of risks, in compliance with risk management policies, strategies and business directions of the Company.
  3. Set up risk-taking criteria of operation in term of financial limit and nature of transactions in differing circumstances of risks, and propose it to the Board for approval.
  4. Monitor and review policies, strategies and implementation to assure that risk management strategies are implemented appropriately.
  5. Be authorized to appoint working group to evaluate and keep track of  risk throughout the organization.
  6. Other matters as assigned by the Board.
 

Meeting of Sub-committee on Risk Management

  1. A quorum of meeting could be formed with at least one-half of total number of members of the Sub-committee.
  2. There will be at least one meeting in every quarter.
  3. The Sub-committee may invite other concerned persons to attend the meeting as deemed appropriate.
  4. Any resolution could be passed with votes not less than one-half of members attending the meeting.
  5. A secretary of the Sub-committee on Risk Management will arrange everything for a meeting, e.g. preparation for a meeting, agendas of meeting, supporting documents, delivering supporting documents to all members of the Sub-committee prior to date of meeting for a sufficient number of days.  He will also send a minutes of meeting to all members of the Sub-committee within 10 days after a meeting.

 

Performance Reports
The Sub-committee on Risk Management will report its performance regarding risk management and exposure to all specified areas of risk to Audit Committee and Board of Directors, so as to assure that the Board acknowledges and realizes all factors that may have material impact to business operation of the Company.
 
 
Know all men on this 10th day of August 2004
 
 
 
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