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Good Corporate Governance Policy

The Companys Board of Directors places strong emphasis on making the Companys business management appropriate, transparent, fair and accountable. The Company established a good corporate governance policy which was in line with the rules and principles of good corporate governance of the Stock Exchange of Thailand and Thai Institute of Directors which will bring about transparent business management and control as well as stability for the Companys business operations.

In 2003, the Company established a good corporate governance policy which was in line with the 15 principles of the good corporate governance promoted by the Stock Exchange of Thailand. The Company also prepared handbook on business ethics and the code of conduct for directors, executives and staff. The written information was disseminated to all the Companys executives and staff for compliance.

In 2010/2011 the Companys Board of Directors has considered to review and improv the good corporate governance policy, the business moralities, the committee ethics, the management ethics and the staff ethics. They were completely improved in according to a good corporate governance policy for listed company of The Stock Exchange of Thailand principles. The policies consist of the recommended best practices under the five categories as follows:

  1. Rights of Shareholders
  2. Equitable Treatment of Shareholders
  3. Consideration of the Roles of Stakeholders
  4. Information Disclosure and Transparency
  5. Responsibilities of Directors

The Company has prepared handbook on its corporate governance policies and code of business conduct of MBK Public Company Limited. The contents include the good corporate governance policies, the code of business conduct, the code of ethics for directors and executives, and the code of ethics for employees. They have been given to all directors, executives and employees for their information and practice. The information, knowledge and the related news on the corporate governance are also distributed to the executives and employees regularly through the Companys internet and website. The orientation activities which are organized for new executives and employees also cover the topics on corporate governance as well as code of ethics for executives and code of ethics for employees for their information and practice guidelines. Moreover, when the Company makes their investments in various areas of businesses, it has applied the principles of good corporate governance to the business operations of those subsidiaries. The Companys Board of Directors is mainly determined to conduct all the Companys business affairs in an appropriate, transparent and fair manner. The adherence to the principles of good corporate governance will not only enhance the confidence of all concerned, including its shareholders and stakeholders, but also will add value to the Company in the long term.

The corporate governance policy of MBK Public Company Limited covers the following practices:
  1. Factors and responsibilities of the Companys Board of Directors which include with the following

    1.1 The composition of the Board of Directors
    1.2 Independent of directors
    1.3 Roles and responsibilities directors
    1.4 Tenure of directors
    1.5 The specific Commitees
    1.6 Directors Meeting
    1.7 Separation of duties between the Board of Directors and the management
    1.8 Training and development of directors
    1.9 Self assessment of the Board of Directors
    1.10 Leadership and vision
    1.11 Remuneration of directors and senior executives
    1.12 Succession plan

  2. Rights and equitable treatment of shareholders and the dividend payment policy.
  3. Rights of the Companys stakeholders including customers, trading partners, competitors, creditors, employees, society, communities and the environment.
  4. Information disclosure and transparency as well as investor relations.
  5. Internal control and risk management.
  6. Business ethics.
  7. Conflicts of interest which include the supervision of use of inside information.

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