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Supalai has still focused on caring for Thai society and the environment with the corporate social responsibility awareness (CSR), which has been continually passed on in various forms of activities beneficial to the society in general. This is to reinforce the policy of “Supalai…we care for Thai society”.

Supalai Social responsibility program:

Family’s social activities

The company attaches importance continually to the enhancement of good family relationship so as to establish strong base of Thai society. The activities have been organized under the theme “Bond of Love” , which emphasizes the presentation of gratitude to the parents, “meditation session” in which conscience and concentration are emphasized to develop oneself and to be applied in daily life as well as for reinforcing family ties. The activities on Mother’s Day are also organized every August under the concept ”Love Mom Gang”

Environmental activities

The Company deems it important to conserve the environment on a continual basis in order to support the policy on construction of energy conservation houses, which are environmental friendly under the concept “Green Design” or the slogan “Save our World Save your Money” in the form of natural conservation activities, such as taking a team of news reporters to participate in the release of sea turtles at the Sea Turtle Conservation Center of the naval base in Chonburi Province, and the mangrove reforestation to create affluence to the ecological system through the “Mass Media Gathering…Care for Society” activities at Toolkramom mangrove forest, Siridhorn International Environmental Park of Cha-um District, Petchaburi Province.

Knowledge-based activities as complementary to the public

The Company, in cooperation with leading organizations, organized seminars on various interesting topics, which can really be used as practical guidelines, for instance, a seminar on feng shui with Fend Shui Research Institute of Thailand on “Preparation of the Shop for Millions of Baht and Decoration of the House for Happiness”, a seminar on health and holistic medical treatment with Thai Traditional Medicinal Development Center and Shi Cong Center for Health on “Guasa, Miracle Science for Disease Treatment and Delaying Aging”, a co-sponsored seminar with Bangkok Hospital on “Smart, Lively and Healthy Heart” and a training on “Professional Photographing Technique” for which specialists were invited as guest speakers.

Health activities

The company invited medical team from leading hospital to provide free medical check-up and educate participants on interesting health topics. The Company also arranged seminar on alternative medical approach for Supalai families and the public as well as charity activities such as “blood donation” for Vachira Hospital on L floor of Supalai Grand Tower Building for Supalai employees and the employees of companies renting office space in Supalai Grand Tower Building.

Educational activities

The company, being well aware of the importance of education and the benefits of having additional good quality institutions in Bangkok Metropolitan areas, donated 15 rai of land in the area of Rangsit, Klong 4 of Klong Luang District, Pathum Thani Province to the Department of Education to be the location for Suan Kularb Withayalai High School for grades 7-12.

In 2009, the Company took a team of news reporters to jointly donate educational equipment, school uniforms, computers, lunch fund, paints for the buildings and water filters to Tungkham School of Cha-um District, Petchaburi Province. In addition, the Company has participated in the “First Voluntary Development by Real Estate News Reporter Friends” project organized by a team of real estate news reporters at Panern Plu School, Tambol Bangpa, Muang District, Ratchaburi Province, of which the objective was to enhance the quality and potential of students in the up-country area, wherby the Company had donated desks and marble chairs to support the learning and teaching of such school.

Community development activities

The Company has focused on maintaining the environment of its projects to be on good condition at all time. If there is any problem regarding the environment, the customers can notify the Company so as to carry out the improvement and development. In the past, there had been many projects taken care of by the Company, for example.

- In 1993, the Company had improved the road along Klong 4 canal for the comfort and convenience of the people driving in that area.

- The Company donated garbage collection truck to Tambol Administration Organization of Klong Luang District, Pathum Thani Province for maintaining cleanliness and order of Supalai Buri Project and the nearby areas.

- At the beginning of 2004, the Company spent 14 million baht to install the pipe under La Sale Road and improved this road in the area of Supalai Ville Srinakarin.

- In 2006, the Company spent 8 million baht to improve the road, install drainage pipe and cesspool in the area of Paholyothin Soi 48 in front of Supalai Park Ville project.

Cultural activities

The Company was the main sponsor of the contest and exhibition of sculptural works organized by Thonburi Rotary Club with the Art Gallery of Silpakorn University. This activity was organized to stimulate, support and provide opportunity for the artists to present their skills, knowledge and ability in creating sculptural works. The contest and exhibition were organized at Supalai Grand Tower Building, Rama 3 Road, and the Headquarters of the Company.

Religious activities

The activities were organized to focus on planting trees for shades on footpath, planting grass for beautiful lawns and planting shrubs on the temple ground to create beautiful landscape of the temples. So far, work had already been completed for 3 temples, namely, Pantai Norasing Temple of Samut Sakhorn Province, Cholpratan Rangsarit Temple of Nonthaburi Pronvince and Raodotunmuttakin mosque at Poh Bay of Phuket Province.

Business Ethics

The Company places emphasis on business operations based on integrity and fairness, both on part of the Company itself and toward every stakeholder as well as the society and environment for fairness to all parties concerned.  It also operates business under relevant laws, regulations and contracts made with counterparties. Check and Balance by Non-Executive Directors The Company has a proper number of Directors, that is, 10 Directors and 1 advisor to the Board of Directors.  The Company’s Board of Directors comprises;

- 4 Executive Directors

- 1 Non-executive Director

- 5 Independent Directors

The Independent Directors comprises a half of all Directors.  Among these, there are 5 Directors with finance and accounting knowledge. During the Board of Directors’ meetings, every Director performs the supervisory duty by taking into consideration maximum benefits of the shareholders.

Integration or Segregation of Positions

The Company has combined the positions of Chairman and President for the purposes of management efficiency and cost saving. However, all resolutions passed in every meeting must be by a majority of votes.  The Chairman shall vote only in case of a tie of votes.  For an important issue, a resolution must be passed by a unanimous vote from every Director attending the meeting. In case of dissent by any Director, such agenda shall not be deemed approved by the Board of Directors. In the event where the Chairman has interest in a certain issue, he/she shall abstain from voting.

Remuneration for Directors and Executives

The Company has transparently prescribed the remuneration for Directors by taking into consideration the same industrial sector. The shareholders’ meeting must approve every prescription of remuneration. The Nomination and Remuneration Committee must consider salary adjustment and special allowance for executives, in connection with the Company’s results of operations and performance of each executive.

Board of Directors’ Meeting

The Company shall hold the Board of Directors’ meeting at least once a month.  Special meeting shall be held as deemed necessary. Directors are required to attend every meeting unless in case of reasonable cause. The date, time, and agendas for the meeting shall be set clearly in advance and with the letter of invitation sent not less than 7 days before the meeting date, except when there is any urgent need that affects the Company’s interest. The minutes of each Board of Directors’ meeting are well documented and all approved minutes along with relevant documents are fully maintained.

Sub-committees

The Board of Directors appoints several Subcommittees to assist in overseeing the Company’s business with clear roles and responsibilities as follows:

Audit Committee

Supalai Public Company Limited defines the term for Independent Director under the requirements set by the SEC (Securities and Exchange Commission) and the Stock Exchange of Thailand as follows:

1) Holding shares of not more than 1 percent of the paid-up capital of Supalai PLC, its affiliated company, associated company, or related company; this includes shares held by related parties, i.e. spouse, minor child.

2) Not being an executive of Supalai PLC, its affiliated company, associated company, or related company, and not being an employee or advisor, salaried employee, lawyer, or auditor receiving pay from Supalai PLC, its affiliated company, associated company, or related company.

3) Having retired from the positions mentioned in (2) for more than 2 years.

4) Having no benefit or interest, either directly or indirectly, in financial or management aspect of Supalai PLC, its affiliated company, associated company, or related company; and having no benefit or interest in such manner for a period of 2 years before the appointment except in the case where the Board of Directors has considered cautiously that having such benefit or interest in the past would not affect the performing of duties and expressing of opinions independently of the Independent Director.

5) Not being a related person, or close relatives of an executive or director of Supalai PLC.

6) Having disclosed other relationship that may cause a lack of independence under the policy regarding conflict of interests based on the corporate governance principles of Supalai PLC. Nomination and Remuneration Committee Its duties are to consider the criteria and process for finding qualified persons to take up the position of Director in place of those retired by rotation and top executives of the Company as well as to select personnel under the prescribed criteria, and to review the proposal of the management in determining the remuneration for all employees and providing recommendations to the Board of Directors.

Corporate Governance Committee

The Corporate Governance Committee has the roles and responsibilities according to the Corporate Governance Committee’s regulations as approved by the Board of Directors.

Risk Committee

The Risk Committee has the duty to develop plans and measures for managing the risks that may have effect on the Company’s goals and business operations, and report to the Board of Directors.

Management Committee

The Company’s top management holds regular meetings on a weekly basis to consider and monitor the operations of the management in order to ensure that it is in accordance with the goals set.  They also ensure that the internal control system is implemented, monitored and improved continually in accordance with the changing situations.

Reports of the Board of Directors

The Company’s Board of Directors is responsible for the preparation of report on financial position and results of operations of the year in comparison with the previous year. The Board of Directors performs its duty by applying knowledge, ability and caution to ensure accuracy and sufficient disclosure based on the generally accepted accounting standards. The report is disclosed in the annual registration statement and the annual report, and forwarded to shareholders before the shareholders’ ordinary meeting.

Supervision of Use of Inside Information

The Company has adopted preventive measures against the use of inside information for personal gains by its directors, executives or employees by providing knowledge to the directors, executives, and employees about the reporting of securities holding and changes in securities holding under Section 59 of the Securities and Exchange Act B.E. 2535 (1992) to the Office of the Securities and Exchange Commission within 3 working days from the date of purchase, sale, transfer or accepting of transfer. In addition, trading of the Company’s securities is prohibited during the period of 1month before publicizing the financial statements to the public.  Furthermore, there has been a review of ethical code of conduct of the employees, of which the directors, executives, and employees are prohibited from disclosing confidential information to the outsiders, or using their positions in the Company for personal gains or for the gains of others.  For such purposes, the disciplinary penalties have also been prescribed.

Employees

Due to a quantum leap in the Company’s growth, its personnel, both executives and operators, have increased rapidly.  Accordingly, to enable its personnel to properly adjust themselves to the organization culture and values, as well as to give them motivation and incentive to work, the Company’s strategy places emphasis on Employee Career Development Planning by applying Competency to establish relationship of levels of skills, knowledge, abilities as well as work-related behaviors. The Company also supports the use of Key Performance Indicators (KPIs), and places emphasis on raising awareness of the executives regarding their key roles as Human Resource Manager.  Every employee is also given the right to be shareholder and to take part in the Company’s growth as one of the Company’s owners. The aforementioned are policies and strategy responding to the visions and key goals for development of personnel’s potential, resulting in work effectiveness, which leads to the sustainable progress of the organization.

Internal Control

During the Board of Directors’ meeting No. 1/2010 on 12th January 2010, the Board of Directors had assessed the adequacy the Company’s internal control system in respect of the organization and environment, risk management, control of the management, IT system and data communications and monitoring system. Questions were raised with the management on various issues as per the adequacy assessment form of internal control system. The Board of Directors resolved that the Company has adequate internal control system and monitoring system.  There is adequate internal control system regarding the conducting of transactions with major shareholders, directors, executives, and those who may have conflict with such persons. The Company’s Board of Directors attaches importance to internal control system of every process. There is segregation of duties of various departments and work positions, along with decentralization of power by making it clear and proper the authority of executives and operators, with the check and balance in place to protect shareholders’ capitals and Company’s assets. There is also internal control system covering financial reporting, operations, assets maintenance, and compliance with laws, relevant regulations. For the purpose of monitoring, the Board of Directors assigns the Audit Committee to review the internal control assessment result focusing on the effectiveness, efficiency, adequacy and suitability to business operations to ensure that all assets are maintained and resources used efficiently to prevent possible damage or dishonesty.

It is the Company’s policy to disclose information to all parties concerned equally, transparently and in a timely manner. The Company discloses its project information; project details project proceedings for its customers.  Its shareholders are provided with financial information and financial position of the Company and beneficial information is also given to the employees. Besides, the Company has a good internal control system.

- Disclosure of details of the project to customers

It is the Company’s policy to disclose information to its customers before making decision to buy a house, e.g. project details, project layout, specifications of construction materials.

- Disclosure of information to shareholders

The Company discloses financial information, along with analysis of results of operations and financial position as well as key information and decision-making to the Securities and Exchange Commission, the Stock Exchange of Thailand, and shareholders, on consistency basis, quarterly and yearly. The information is also disseminated via the Company’s website, both in Thai and in English. Furthermore, the Board of Directors of the Company is well aware of its mission and duty to treat all shareholders equally by ensuring that the disclosure, both financial and non-financial information, is made correctly, fully, adequately, reliably and in a timely manner in order for the shareholders to receive information on an equitable basis as required by laws, relevant organizations and government agencies.

The Investor Relations Section under the Business Development and Investor Relations Department is the Company’s representative in communicating and supervising general investors, securities analysts, and shareholders. Information will be disseminated via various channels, ranging from the mass media, website, telephone, the Stock Exchange of Thailand, the Securities and Exchange Commission. Before making any disclosure via various channels, in normal and urgent cases, it must be firstly considered by the Board of Directors for correctness, completeness, adequacy of information, before forwarding to the Stock Exchange of Thailand.  Once forwarded to the Stock Exchange, the financial statements will be disseminated via IR Website at www.supalai.com and www.shareinvestor.com. The Company takes proactive action by visiting analysts and investors to provide them with information and progress of the Company on consistency basis.  Disclosure is also made to the public, e.g. annual report, Form 56-1, information given on the meeting day with investors, etc., via the Company’s website. In 2009, the Company participated with the Stock Exchange in 4 meeting programs with securities analysts and investors.  In addition, the Company published in its annual report an article on “Property Market will depend on Political Stability and Economic Recovery”. Moreover, the Company’s executives gave interviews and participated in discussions held on radio and television as well as becoming members and took roles in various associations for social services

- Disclosure of beneficial information to employees

The Company discloses beneficial information to its employees via Intranet and posting notifications at the Company’s notice board to inform the employees of the information beneficial to them, such as;

- New welfare

- Announcement on appointment or promotion of employees

- Announcement on new recruitment

- Announcement on annual holidays

- News or information from Social Security Office on various welfares

- News from Revenue Department regarding the submission of tax return or tax payment.

- Internal control and audit

The Company’s Board of Directors attaches importance to internal control system of every process. There is segregation of duties of various departments and work positions, along with decentralization by delegating clear and proper authority of executives and operators, with the check and balance in place to protect share- holders’ capital and Company’s assets.  There is also internal control system, covering financial reporting, operations, assets maintenance, compliance with laws and relevant regulations. For the purpose of monitoring, the Board of Directors assigns the Audit Committee to review the internal control assessment results, focusing on the effectiveness, efficiency, adequacy, and appropriateness to business operations.  This is to ensure that all assets are maintained and resources used efficiently to prevent possible damage or dishonesty.  There is an independent internal audit unit to ensure that the working process of every department is in line with the regulations laid down by the Board and the Management Committee, and to assess the efficiency of internal control system, and report directly to the Audit Committee for comments or suggestions in making correction or preventing problems.  Furthermore, the Audit Committee also requires the internal audit unit to follow up the matters continuously to ensure that suggestions are put into practice.

The Company attaches importance to the rights of every group of stakeholders, both internal and external, taking into consideration the maxims of equity.  Furthermore, it has provided its stake- holders with a channel for expression of opinion regarding its operations or for making complaints in case of unfair treatment by the Company via Company’s website as follows.

Shareholders

The Company places emphasis on the quality and sustainable business growth.  Thus, it has conducted business with integrity, transparency, aiming to provide good services for customers’ satisfaction, which will result in value adding and maximum returns to its shareholders in the long run. All shareholders, both major and small shareholders, are treated equally, with interest and profits allocated equally as follows.

- All shareholders, both major and small shareholders, are given interests, special   discount, and can buy houses under the projects developed by the Company at the same discount price.

- Shareholders receive dividend in proportion to the operational results on consistency basis, with high returns.

Customers

The Company focuses on building customers’ satisfaction and trustworthiness. It has, therefore, implemented the quality management system, ISO 9001: 2000, an international standard mainly emphasizing quality management and customers’ need. The Company pays attention to every step with the need for quality check up to the delivery of goods to customers, including servicing. The management is carried out in a preventive manner based on customers’ satisfaction, which is of direct benefit to the consumers.  It is also another alternative for the consumers to choose houses that undergo the management process under ISO standards in addition to those advertisements generally found.  Moreover, the Company also realizes that the energy and natural resources are going to be used up, and, so has developed and designed energy saving homes with maximum benefits to the residents.

In 2005, the Company won 2 awards for Outstanding Energy Conservation Home Design for “Supakaran Design” and “Supiwat Design”. In 2007, it received a good award of “Excellent Energy Conservation Home Award” for “Supapat (New)” design, and “complementary award” for “Supatarin” design, from the Department of Alternative Energy Development and Efficiency, Ministry of Energy. Supalai Public Company Limited is the first and only real estate Company in Thailand that receives quality management assurance under ISO 9001: 2000, covering planning, designing, construction, sale, and after-sale serviced for both housing and condominium projects. The Company adheres to strict execution of its contract with its customers by treating its customers with fairness, starting from a standardized contract, clear specifications of construction materials, inspection before a transfer of ownership, and provision of house guarantee.

- Standardized contract: a customer who buys a house from the Company will be treated fairly from the step of making contract, because the Company will use the agreement to sell under the standard defined by the Land Allocation Committee.   This is to prevent and solve problem in the past where house buyers would often be taken advantage by sellers in making contract, and caused buyers not obtaining the house as requested and could not bring legal action against the seller for contract compliance as easy as this standardized contract.

- Clear specifications of construction materials: the Company will attach the list of materials used in construction with the contract to sell for every customer. It will indicate how the house purchased by the customer will be constructed and what materials will be used.  For instance, the upstairs floor will be covered with smooth-rim ceramic tiles of 24” x 24” size, red wood for stairs, HDF ready-made door with TOA SUPER SHIELD oil paint, CONWOOD for skirt board, etc.

- Inspection before transferring ownership: the Company will make appointment with customer in order to inspect and accept delivery of house before transferring ownership to the customer. If the customer finds any defect in the construction or is not satisfied with the construction because the standard is lower than the model shown in the project, the Company will make modification until reaching satisfaction before transferring ownership.

- House guarantee: the Company provide guarantee against any defect for further 5 years in the part of building structure, and guarantee for component part or equipment essential to the building within 1 year after the transfer of ownership.   The Company aims to give customers satisfaction and confidence in the event where there are any faults or defects in the house delivered and with ownership transferred but still within guarantee period. Upon being informed, the Company will make correction and repair until completion.

- Customers’ opinion survey: the Company will give customers a form to survey their satisfaction after the transfer of ownership in order to improve its quality and service. In addition, the Company has assigned the Property Management Department to look after the communities, project environments, complaints from customers of every project emphasizing honest servicing under the concept “Customer first”.

Employees

The Company is well aware of the importance of its employees. It pays attention to and treats every employee of every level with fairness, both in terms of remunerations and welfares as prescribed by the labor laws.  It also looks after employees and their family in emergency time based on loving kindness principles.  Moreover, employees are given opportunities to be promoted along with the Company’s growth.  The Company attaches importance to the potential reinforcing of its employees because it foresees that “personnel” is essential resource considered as Human Capital. They can push business operation forward to meet the targets, which will result in a sustain-able growth of the Company. According to the vision to be leader in Real Estate Innovations and Value Creation, the Company attaches importance to and looks after its employees of every level. They are given fair and stimulating remunerations.  In addition, as a Learning Organization, employees learn further skill, knowledge, to increase their capabilities in working so that they can respond to the business operations of the Company. These are provided in the form of fellowships, study tours, both at home and abroad and library for self-development. There is also a preparation of annual training program that is in accordance with the policy and goals of the Company. Employees are trained according to the program continuously to enhance efficiency in terms of technical or professional skills, management, change of behavior, e.g.

- Knowledge on professional skills:  development of designs and construction management, preparation of construction of anti-earthquake buildings under ministerial regulations, training for the development of working standards for employees and contractors in respect of electricity system and sanitation, real estate business related taxes, etc.

- Management: guidelines for the organization’s risk management in the new era, human resource management for supervisors, performance management system, quality management system  (ISO 9001:2000), etc.

- Change of behavior: to create a shared value for employees of every level and every project to have a servicing culture to move forwards to achieve Supalai –Service Excellence, etc.

The Company also ensures that its employees have good quality of life with proper welfares, e.g. welfares under labor laws, additional allowances apart from the welfares prescribed by laws, fellowships, annual medical check up, accident insurance, exercise area, sports day to enhance friendship among employees, etc. To boost employees’ morale, the Company had selected the outstanding employees of the year, who would be promoted, looked after, and developed as valuable resources of the Company.  There was also Service Award for the employee who had always provided service from the heart on consistency basis, in order to encourage every employee to be service-minded and help promote a culture to move forward to achieve Service excellence. There was Suggestion Award to encourage employees to express their opinions, be creative, innovative, to take part in organization improvement and to upgrade the work that affect the work quality.  Moreover, E-HR system has been implemented in the Company to raise the capabilities and efficiency of personnel management and human resource development. The main strategy in pushing the Company towards success with outstanding work products is human resource development. Employees must be promoted, encouraged, to reach the potential for greater efficiency, which will enhance the business operations to accomplish the Company’s goals, achieve success, and continuously grows towards business excellence.

Counterparties

It is the Company’s policy to treat its counterparties, i.e. contractors, suppliers, bank creditors, fairly and equally.

- Operation of business on a fairly basis and taking into consideration maximum benefits of the Company: before making any purchase order such as construction materials for house, suppliers that are the Company’s counterparties must propose quotations first so that the Company can compare for the best proposals and terms.

- Payment of goods: the Company attaches importance to the payment of goods by making payment upon due date as agreed. However, in some cases where a supplier needs to receive payment before due date and agrees to give discount, the Company is willing to provide assistance if it has adequate liquidity and in a position to do so.

- Fair and equal mutual benefit for both small and big counterparties: it is the Company’s policy to treat contractors as business partners.  The contractual price for construction of houses of the same size and same design offered to both small and big contractors will be the same with transparency by strictly observing the contract or agreement jointly made under governing laws.

- Taking into consideration fairness to financial institution creditors: when the economic crisis broke out in 1999, the Company had entered into the debt restructuring process with the Office of Corporate Debt Restructuring Advisory Committee (CDRAC) of the Bank of Thailand, and completed the debt restructuring in 2002, with every creditor receiving the principals in full.  As such, the Company gains trust from financial institutions, which continue their support to the Company in many projects.

Competitors

The Company upholds the policy of fair trade competition.  It will not destroy competitors by various means, not monopolize by requiring its counterparties to sell goods only to the Company, and not adopt any policy to search for competitors’ information that is unethical.

Society

It’s the Company’s policy to conduct business by mainly taking into consideration the environment. It had designed energy saving home, returned profits to the society by supporting public activities beneficial to the community, developing or improving environment for charities as well as supporting activities of the locality in which the Company operates business. There are also activities for project members with the aim to make Thai society a warm and friendly society with strong family ties. Due to the policy of Supalai Public Company Limited which focuses on conducting real estate business along with participation in the creation of Thai society under the concept of  “Supalai…….we care for Thai Society”, emphasis has been placed upon a variety of activities organized every year as from its establishment up to now so as to return profits to the society. (CSR), several activities with benefit to the society had been organized in several forms.

It is the Company’s policy to treat its shareholders equally by placing emphasis on the protection of shareholder fundamental rights and encouraging them to exercise their rights as given by law.  Information is provided completely and equally to make the shareholders feel confident in making investments. In each year, the Company will arrange a shareholders’ ordinary meeting within not more than 4 months from the end of its fiscal year. In the event where there is any urgency that is related to or affects the interests of shareholders, and there is a need for special session, the Company will promptly call for an extraordinary meeting of shareholders.

Shareholders’ Meeting

Being aware of the shareholder rights, and to enable them to fully exercise their rights in the meeting, the shareholders are given an opportunity to propose the agendas for the meeting as well as the list of persons to be appointed as Company directors via the Company’s website at least 30 days prior to the meeting date.  The Nomination and Remuneration Committee will set up the criteria and screen the lists proposed by the shareholders to see whether such persons proposed are qualified or not. For maximum benefit to the shareholders, such criteria are demonstrated in the Company’s website to give the shareholders time to study the information before the meeting.

Meeting Invitation

Thailand Securities Depository Co., Ltd., the Company’s share registrar, is responsible for forwarding an invitation to attend the meeting along with supporting documents for various agendas with adequate details for decision making as well as proxy forms and annual report to the shareholders not less than 14 days before the date of the meeting. Furthermore, the letter of invitation, supporting documents and proxy forms, both Thai and English, would be posted in the Company’s website more than 30 days before the meeting, as another channel of information for shareholders and for their participation in proposing meeting agendas.  In the event where any shareholder cannot attend the meeting, the Company also gives him/her a chance to authorize other or an independent director to be his/her proxy, as per the proxy forms sent to the share- holders in 3 formats as defined by Department of Business Development.  The meeting notification would also be advertised in the newspaper 3 consecutive days before the meeting.

Shareholders’ Meeting Procedures

On the meeting date, the Company would have registration officers ready 2 hours before the meeting and until the end of the meeting to provide convenience to shareholders and proxies who attend the meeting. Before the meeting begins, the chairman would inform the meeting clearly of the rules and vote counting procedure for each agenda under the articles of association, as well as the exercising of voting rights for each agenda.  The attendees would also be given an opportunity to raise questions or to give opinions with reasonable time for discussion. The chairman would conduct the meeting according to the agendas and would not add any agenda without notifying the shareholders in advance. For the selection of directors, the vote would be cast individually. In 2009, the Company organized the annual ordinary meeting on 21 April 2009 at Supalai Grand Tower, Rama 3 Road, Bangkok. On the meeting date, the Chairman presided over the meeting, and the Board of Directors, advisors to the Board, and the executives in charge of finance accounting, totaling 10 persons, had attended the meeting. Furthermore, the Company had invited the auditor from Ernst & Young to attend the meeting in order to listen to the opinions and answer questions raised by shareholders.  In the meeting, the Chairman explained how to vote and how to count the votes, and also asked for concurring opinion that for those who attended the meeting later, they would be considered as forming a quorum and given voting rights from the beginning agenda, of which the meeting gave concurrence. To proceed with the meeting, the Chairman presented matters in the order of agendas and gave time for questions of each agenda.  For other matters apart from the agendas, there was question time in the latter part, of which every shareholder had equal rights and was given reasonable time. After the Shareholders’ Meeting, the Company had prepared the minutes of the meeting, with the votes for each agenda and important questions or suggestions fully recorded.  The minutes of the meeting had been forwarded to the Stock Exchange and relevant agencies within 14 days from the date of the meeting, and also disseminated via the Company’s website.

The Company’s Board of Directors comprises those with knowledge, ability, and experiences useful to the business operations, and with determination to manage the work for efficiency, quality growth, and sustainability.  Emphasis was placed on the management under a code of ethics and with maximum benefits to the shareholders. The Board of Directors has the duty to lay down policies, vision, mission and goals as well as to oversee the management to ensure that the management is in line with the policies, provisions of laws, regulations and resolutions of the shareholders’ meeting. They perform their duties responsibly, carefully and honestly with transparency under good corporate governance principles.

It is the Company’s policy not to allow its directors, executives and employees to utilize information available from their positions for personal gains.  To make business decision, the maximum benefit of customers and shareholders must be taken into account, and not to let personal reason or family members to influence the decision that will be a deviation from the above principles. However, to conduct connected transactions or transactions with conflict of interest, the Board of Directors has laid as a policy that they must be considered and approved by the Board before proceeding. In addition, the information on details of transactions, transaction value, reasons and the need must be disclosed in the annual registration statement and annual report as per the rules of the Stock Exchange of Thailand.

Half of the Board of directors consists of outside directors, which can yield less bias and more likely to evaluate management’s performance objectively. Further more, other five of board of director are the inside directors in order to prevent the outsiders from slow down company critical activities since the outsider have less corporate information and benefit from the firm action. Further more, the Board of Directors understands its roles, duties, and responsibilities to the shareholders, as well as various parties concerned, and is determined to conduct business under good corporate governance principles in accordance with good practices or regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission. It has reviewed its corporate governance policy and assessed the policy compliance periodically to enhance effectiveness and efficiency to its management, which will result in the quality and sustainable growth of the Company.  Furthermore, it also attaches importance to the service provision of every level, taking into consideration social environment with every new project designed as energy saving houses or buildings. The corporate governance principle of the Company consist of