Good Corporate Governance Compliance Report

Bangkok Aviation Fuel Service Plc. always adheres to good corporate governance principles since being established and has improved various operations continually to enhance better governance. The Board of Directors, managements and employees is the crucial part to make the Company’s operation more transparency and enhance the confidence of investors, customers and related persons. In addition, the Company has specified such matter in the Company’s strategic plan with setting the objective that the Company shall enhance the good corporate governance and also educated its employees about corporate governance continually.

The Company complies with Laws, Regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), and the Principles of Good Corporate Governance for listed companies, year 2006 of the SET as per the following details:

1. Shareholders’ Rights

The Company recognizes the importance of good corporate governance, by concerning the shareholder’s rights and has provided the corporate governance policy as a guideline for the Board of Directors, managements and employees of the Company, and also in the process of revision such policy to be more suitable which will be finished in May 2008. The current corporate governance policy is as follows:

Bangkok Aviation Fuel Services Plc. recognizes the importance of good corporate governance including the paramount role that it plays in the sustainable growth and the effective operation of the Company. The Company is therefore committed to do business in compliance with Securities and Exchange Law, Rules and Regulations of the Stock Exchange of Thailand, Related Business Laws, Articles of Association of the Company, Code of Best Practice for Directors of Listed Companies and the Principles of Good Corporate Governance of the Stock Exchange of Thailand. The Company takes responsibility for its stakeholders, the environment and contributes to society by adhering to the following 7 principles:

1. Rights and Equitable Treatment of Shareholders and Various Groups of Stakeholders
2. Structure, Roles, Duties and Independence of Directors
3. Information Disclosure and Transparency
4. Internal Control and Risk Management
5. Company Code of Conduct
6. Long Term Value Creation to Stakeholders
7. Promotion of Best Practices

The Company has announced such policy to the Board of Directors, the Managements and employees .The Company assigned each department to prepare its operation plan to align with the goal and objective of the Company and such policy annually and also follow up the operation result comparing to the plan quarterly.

In addition, the Company has policy to attend governance rating by external institution for every 3 years and specified such matter as one of Key Risk Indicator of the Company that has to be continually monitored. The Company also indicated that there should be the self-assessment in good corporate governance in the year that the Company does not attend governance rating by external institution.

The Company recognizes the importance of shareholders’ rights by facilitating shareholders more than the prescribed laws i.e. arrange company visits, provide current important information via the Company’s website, provide Management Discussion and Analysis (MD&A) on a quarterly basis and Newsletter semiannually for etc.

For Shareholders’ Meeting, the Company recognizes the importance of shareholders’ rights, enhances rights using and does not infringe or curtail rights. In the meeting, various important issues, covering the issues as prescribed by Laws, the Regulations of the SET and the Articles of Association of the Company have been proposed for the approval of shareholders. The shareholders will receive 14 days in advance the meeting invitation letter together with meeting documents for various agendas, where information regarding date, time, place, agenda, Articles of Association relating to the meeting, and related information are given. Such information has also posted in the Company’s web site before the meeting. The Company does not curtail rights of shareholders who came late, facilitates shareholders to use their meeting rights by informing them the rules in the meeting and the voting procedures, provides enough time for the meeting, encourages equal opportunities for shareholders to express their opinions and raised any questions in the meeting where relevant directors especially Chairman, Chairman of the Audit Committee, Chairman of various committees and Managing Director shall attend the meeting to respond to questions. The minutes of meeting has covered important questions and opinions in the minutes for future review by the shareholders. Important agendas in Shareholders’ Meeting are

• Appointing Directors: The Company opens chance to shareholders to appoint director by person while providing details of director background, directorship term, nomination method, and meeting attendance in case of proposing previous director.
• Director Remuneration: The Company provides details of proposed remuneration payment that align with the director remuneration policy and condition, which is screened by the Remuneration Committee.
• Appointing External Auditors: The Company provides details of external auditor’s name and company, independency, service years for the Company, fee, reason in appointing such external auditors, and previous performance quality.
• Allocating Profit and Dividend Payment: The Company provides details of profit allocation and reserve fund, dividend amount that align with the Company’ s dividend policy, and book register date for right of receiving dividend.
• Other Issues of the Company i.e. increase/decrease capital, amend objectives of the Company: The Company provides details of proposed issues together with objective and reason in proposing such issues.

As for the rights in profit sharing, the Company has mechanism to assure shareholders that they will receive full benefit, which they are entitled to. The Company has a non-complicated shareholding structure with no cross-holdings. Although the related transactions pertaining to aviation fuel service are rendered between BAFS and its shareholders, such transactions has been approved by the Board of Directors, in accordance with User Agreement and reviewed by the Audit Committee, which give an opinion that such related transactions follow general terms and conditions and are normal in aviation fuel service business.

2. Equitable Treatment to Shareholders

The Company recognizes the importance of rights and equitable treatment of shareholder. The Company provides channel for minority shareholders to propose in advance additional meeting agenda and director nominee, by having clear rules, which is disclosed via the SET and the Company’s website.

The shareholders will receive the meeting invitation letter together with meeting documents for various agendas. The Board of Directors’ opinions are given for shareholders’ consideration in each agenda and there would be no additional material information given in Shareholders’ Meeting instantly and no additional agenda in Shareholders’ Meeting. The Company has also advertised in daily newspaper 3 days consecutively and 3 days in advance about Shareholders’ Meeting.

In case that the shareholders cannot attend the meeting, the Company provides the proxy document, so that the shareholders can make the proxy vote to other persons, independent director or Managing Director. The Company provides the proxy in the format that the shareholders can specify the voting direction, and also clearly indicates the evidence for proxy.

In Shareholders’ Meeting, the Company provides voting cards for every agenda to make it transparency if there is any argument in the future and in director appointing agenda, the Company opens chance to shareholders to appoint director by person.

The minutes of meeting are correct, complete and can be verified by shareholders. The minutes covers the opinions of shareholders, the director’s clarification and resolution, which is recorded by the secretary to the Board of Directors, verified by the Board of Directors, the Managements and Legal Team of the Company.

The Company protects internal information and has procedures to prevent the use of inside information for abusive self-dealing such as insider trading or related party transactions. The Company has prescribed about Confidential Information in “Staff Policies and Procedures Manual” and in “Code of Conduct” and has penalties for employees who violate such rules. Moreover, the Company violates the Directors, the Managements and the employees to trade the Company’s shares 7 days prior to the disclosure date of quarterly financial results and no violation was found.

As for the trading of Company’s shares by the Board of Directors and the Managements, the Company has notified the Board of Directors and the Managements to report changes in any shareholding status to the SEC, as specified in Section 59 of Securities and Exchange Act B.E. 2535. The shareholding agenda of the Board of Directors and the Managements is also included in each Board of Directors’ Meeting.

In addition, for the trading of Company’s shares by the employees who are close to the Company’s information, the Company has set the procedures that they shall report changes in any shareholding status to Corporate Affairs Section within 3 working days and the Corporate Affairs Section shall report to the Managements’ meeting monthly.

3. Roles of Stakeholders

The Company’s vision is “To be the number one aviation fuelling services provider in ASEAN and other related business” and mission is “Excellence in service performed to international standard, encompassing all aspects of aviation fuelling integrating competent employees with modern technologies to ensure the highest customer satisfaction and optimize stakeholder returns while being socially and environmentally responsible”.

To achieve the vision and mission above, the Company realizes the importance of rights of every stakeholder and has incorporated such issue to be a part of the strategic plan of the Company. In addition, the Company has issued “Code of Conduct” providing practices towards each group of stakeholders. The Company conducts business by adhering to the rights of every stakeholder as follows:

Shareholders: The Company is constantly responsible to shareholders, adheres to loyalty and fairness, aims to achieve business growth, as well as to create appropriate return to shareholders, discloses information to shareholders equitably, constantly and completely.

Customers: The Company is attentive to customers’ needs and responsible to obligations to customers, establishes customer satisfaction survey system. The Company concerns of the importance of customers as can be seen from the Company’s Quality Policy as follows:

“Management team and all BAFS employees have a strong determination to provide quality and safety aviation fuel services including continually improve the effectiveness of the quality management system to enhance customer satisfaction. We are working to accomplish 3 main objectives.

1. Provide quality aviation fuelling service.
2. Provide on time and supreme safety service.
3. Operations in compliance with ISO.

Trade partners: The Company complies with all agreements made with trade partners, treats every trading partner equally and fairly, bases on the fair return for both parties, and also not asks for, receives, and gives benefit that dishonest to trade partners.

Creditors: The Company complies with all agreements made with creditors, provides complete financial information, and also makes on time payment.

Competitors: The Company follows the good framework of competition, and does not acquire the confidential information of competitor in dishonest or inappropriate way.

Employees: The Company realizes the importance of taking care of and developing the employees and provides reasonable compensation and fringe benefits to the employee as well as supports the employees’ participation as follows:

• Provide courses to develop and enhance work skills.
• Establish annual employee training and development plans by adopting Competency Model as the fundamental in personnel training plans.
• Establish Individual Development Plan, Career Development Plan and Succession Plan for important positions.
• Provide education support programs e.g. scholarships for employees
• Support employees’ participation e.g. compliance quality system, 5s activity and various activity clubs.
• Provide reasonable compensation and fringe benefit e.g. salary, bonus, retirement fund, life insurance, accident insurance and health insurance.
• Provide safety work environment for employee’s life, health and property.

The Company also provides assistance to employees’ families, such as scholarships, medical benefits, life insurance, accident insurance and health insurance.

Social and Environment: The Company realizes the importance of Corporate Social Responsibility-CSR, by providing Social Responsibility Policy, which is disclosed in the Company’s website and is attentive to social constantly, such as donating to various foundation, arranging charity golf, providing assistance to neighboring community, providing scholarship and donating to suburban schools, donating to social, supporting religion and religions activities, rescuing cows and buffaloes.

The Company has established Safety, Occupational Health and Environmental Policy and Social Responsibility and Work Force Policy and in its operation, the Company has concerned about the environmental factor by surveying and protecting the environmental impact.

Furthermore, the Company provides channel for complaining and reporting about the violation in code of conduct of the Directors, Managements and employees, and has investigation process after acknowledging such matters.

4. Information Disclosures and Transparency

The Company realizes the importance of disclosing financial information, general information and important information of the Company correctly, completely, in a timely manner, transparency and in accordance with the Regulations of the SEC and the SET, under the responsibility of Corporate Affairs Section. The non-financial information that the Company constantly discloses are Management Discussion and Analysis (MD&A) on a quarterly basis and Newsletter semiannually.

In addition, Investors Relations Section (Tel. 02-834-8913, e-mail:pitsapong@bafs.co.th) has been established to represent the Company in communication with investors, shareholders, stock analysts and other related organizations. Moreover, the Company also provides another channel to access to the Company’s information e.g. vision, mission, various policies e.g. Corporate Governance Policy, Social Responsibility Policy, Code of Conduct, the structure of shareholders and the Board of Directors, financial information, Annual Report (Form 56-2), Annual Registration Statement (Form 56-1), report to the SET for etc. viawww.bafsthai.com in Thai and English, where the information is consistently updated. Investor Relation Section has activity plan annually. In the year 2007, the activities includes

• the Company’s performance disclosure at the SET 4 times
• Company Visit by fund managers and analysts 16 times
• Shareholder Visit the Company’s operation at Suvarnabhumi Airport 1 time

To perform responsibilities in providing the financial reports that they are accurate, complete and transparency enough to protect the Company’s assets against fraud, or abnormalities, and in line with the generally accepted accounting standards and using appropriate and consistent accounting policy, and with reasonable and circumspect considering to enhance the stakeholders’ confidence to the financial reports, the Board of Directors has appointed the Audit Committee to assume key duties and responsibilities of reviewing the Company’s financial statements to ensure its correctness and adequacy. In addition, the Board of Directors provides Report of the Board of Directors’ Responsibilities for Financial Statements, signed by Chairman and Managing Director, that covers important topics of Code of Best Practices for Directors of Listed Companies as prescribed by the SET together with Report of Auditor in annual report.

Furthermore, the Company has disclosed other information in Annual Report such as Corporate Governance Policy, Code of Conduct in summary, background of the Directors and Managements, the duties of the Board of Directors and various committees e.g. number of meeting, number of attendance of each director, training record of the Directors, and also disclosed the remuneration policy, type and detail for directors and top managements

5. Responsibilities of the Board of Directors

5.1 Composition of the Board of Directors
According to the Company’s rule, the Board of Directors shall consist of at least 11 directors, but not more than 15 directors. At present, the Board of Directors consists of 15 directors as follows:

The Company has 5 independent directors, one third of the total directors. The Company has specified the qualification of independent director more strictly than Regulations of the SEC and the SET to enhance the Company’s independent directors to have real independency. The Chairman of the Board of Directors is also independent director and not the same person as Managing Director, and has no relationship with the Managements. As such it is better enhance the balance of power within the Board of Directors. In addition, the Company has clearly separated and defined power and authorities among the Board of Directors and the Managements.

The Company has established the retirement age of the director that the person whom appointed as the director shall not exceed 72 years old at the date that the Nominating Committee propose the name to the Board of Directors, and the director shall be retired at the age of 75 years old. Also, the Managing Director shall be retired at the age of 65 years old.

The Board of Directors is responsible for overseeing the Company’s operations to comply with Laws, the Company’s objectives and rules, as well as shareholders’ resolutions, with honesty while preserving the Company’s interests. The directorship term of the Board of Directors has been definitely prescribed in the Company’s rules, which states that one third of the directors who has longest term, has to terminate its directorship.

Referring to the Principles of Good Corporate Governance which suggests that each director should serve not more than 5 boards of listed firms; however, one director of the Company, Mr.Aswin Kongsiri, serves more than 5 boards of listed firms. Nevertheless, from his past performance, he has attended the meetings every time as the independent director of the Company, used his knowledge, competent, and dedicated time to perform the responsibility competently.

The Company has Company Secretary and Executive Assistant of Legal and Securities to advise about law and regulations that the directors shall know, take care of the directors’ activities, and coordinate in informing related persons to comply with the Board of Directors’ resolutions.

The Company has established the system to monitor the operation of its subsidiaries, the direction for its subsidiaries, the direction to the person that the Company assigned to be the director or management executive and the reporting to the Board of Directors to ensure that the Company could monitor the operation of its subsidiaries.

5.2 Committees
The Board of Directors has set up various committees to help the Board in studying various issues in details and screen workload to improve work efficiency of the Board. In addition, the Chairman of each committee is independent. And to ensure that the performance of every committee has real independency, the Chairman of the Board of Directors is not the chairman and member in such various committees. The Company has specified compositions and responsibilities of various committees have been clearly prescribed as follows:

5.2.1 Audit Committee
The Audit Committee consists of 3 independent directors, who qualified according to the Regulations of the SET and 2 directors has knowledge and experience in accounting and finance, with a directorship term of 3 years. In 2008, the Committee held 7 meetings, with the attendance of each director as follows:



		Meeting Attendance/ Total Meeting (times)
1. Mr. Manas Leeviraphan	Chairman	7/7
2. Flight Lieutenant Udom Krisnamapok	Director	7/7
3. Mr.Visut Montrivat	Director	7/7

with Mrs. Mayuree Nalinwong, Executive Assistant of Internal Audit serves as the secretary of the Committee.

The Audit Committee always reported the resolutions to the Board of Directors and had fulfilled the responsibility of the Audit Committee Charter as follows:

“Reviewing the correction and sufficiency of the financial reporting, reviewing the correction, completeness and reliability of the operational information reporting, reviewing the disclosure of related transactions or conflicts of interest in an appropriate and complete manner, reviewing the internal audit and control system to ensure its suitability and effectiveness, reviewing compliance with the Securities and Exchange Acts, Regulations of the SET, relevant laws, and given commitments with outside parties, reviewing risk management and internal control systems independently, reviewing the adequacy for the safeguarding of assets, considering and recommending the appointment and the remuneration of the external auditor, reporting the corporate governance of the Audit Committee, revising the Charter of the Audit Committee at least once a year, performing the Audit Committee’s assessment and self-assessment annually, considering approving the audit plan, budget and man-power of Internal Audit, having the power to employ independent professional advisors and invite the Managements and concerned persons, and performing any other functions assigned by the Board of Directors.”

In addition, the Audit Committee has Director’s Self Assessment and the Audit Committee’s Assessment to evaluate the effectiveness of its performance annually, which is an important mechanism in good corporate governance. The Audit Committee has considered the assessment result together and seeks for the improvement. The overall assessment result in the year 2007 reveals “Good-to-Excellent” effectiveness in performing the roles of director and the Audit Committee.

5.2.2 Remuneration CommitteeThe Remuneration Committee consists of 4 directors, with a directorship term of 2 years, where the chairman is independent director and Managing Director is the director ex officio,. In 2007, the Committee held 5 meeting, with the attendance of each director as follows:

		Meeting Attendance/ Total Meeting (times)
1. Mr.Visut Montrivat	Chairman	5/5
2. Flight Lieutenant Pisal Chayakula	Director	5/5
3. Mr. Nattachak Pattamasingh Na Ayutthaya	Director	5/5
4. M.R. Supadis Diskul 1/	Director	3/3

with Mr. Chattaya Bhandhaya, Finance and Account Manager serves as the secretary of the Committee.
^1/ Assume director since February 22, 2007. Therefore, the number of total meeting is 3 times.

The Remuneration Committee had fulfilled the responsibility that was approved by the Board of Directors as follows:

“Considering remuneration for the Board of Directors, the Audit Committee, the Nominating Committee, the Fuelling Operation Committee, Managing Director, Committees and Other Sub-Committees for further proposal to the Board of Directors and/or the shareholders for consideration”

5.2.3 Nominating Committee
The Nominating Committee consists of at 4 directors, with a directorship term of 2 years, where the chairman is independent director. In 2007, the Committee held 3 meetings, with the attendance of each director as follows:

		Meeting Attendance/ Total Meeting (times)
1. Mr. Aswin Kongsiri	Chairman	3/3
2. ACM Narongsak Sangapong	Director	3/3
3. Mr. Navee Lertphanichkul	Director	3/3
4. M.R. Supadis Diskul	Director	3/3

with Dr. Pugdee Manaves, Deputy Managing Director in Administration serves as the secretary of the Committee.

The Nominating Committee had fulfilled the responsibility that was approved by the Board of Directors as follows:

“Reviewing the appropriateness in respect of number and composition of the Board of Directors, preparing the specifications and conditions for Managing Director’s contract, and also nominating when there is a vacancy in the position of director and Managing Director for further proposal to the Board of Directors and/or the shareholders for consideration”

5.2.4 Risk Management Committee
The Risk Management Committee consists of 4 directors, with a directorship term of 3 years, where the chairman is independent director. In 2007, the Committee held 4 meetings, with the attendance of each director as follows:

		Meeting Attendance/ Total Meeting (times)
1. Mr. Aswin Kongsiri	Chairman	4/4
2. Flight Lieutenant Udom Krisnamapok1/ Mr. Kobchai Srivilas 2/ Mr. Vinai Chamlongrasdr 3/	Director	2/2 2/2 0/0
3. M.R. Supadis Diskul	Director	4/4
4. Mr. Ditsapong Prithaveepong	Director and Secretary	4/4

Remarks:
1/ Expired from his term on May 15, 2007. Therefore, the number of total meeting is 2 times.
2/ Assume director during May 15 - Dec 1, 2007. Therefore, the number of total meeting is 2 times.
3/ Assume director since December 12, 2007. Therefore, there was no number of meeting.



The Risk Management Committee had fulfilled the responsibility that was approved by the Board of Directors as follows:

“Supporting the Board of Directors in setting Risk Management Policy and acceptable risk level, establishing risk management profile to align with the Risk Management Policy, following the compliance, reviewing the effectiveness of risk management profile, presenting the Company’s overall risks, measures and results to the Board of Directors as well as considering and reviewing Risk Management Report and performing to ensure that the Company’s risk management is adequate and appropriate, can be managed in acceptable level and is performed continually.”

5.3 Roles, Duties and Responsibilities of the Board of Directors

The Board of Directors considers and approves the important matter regarding the Company’s operation e.g. vision, mission, strategies, financial goal, budget, Committee Charter for etc., supervises the Managements’ performance to comply with the specified policy and plans, efficiently and effectively, and also provides systems to monitor, improve and evaluate operation results comparing with the work plans and approved budget. This is to achieve maximum values to the Company

The Company clearly segregates the structures, roles, duties and responsibilities of the Board of Directors and the Managements. Power of attorney is issued to specify the scope and level of authority for the Managements engaging in certain business transactions on behalf of the Company. Moreover, the Company regularly communicates the roles, duties and responsibilities to such related persons.

The Company has provided “Code of Conduct” for the Board of Directors, the Managements and the employees of the Company and its subsidiaries to use as a guideline in performing their duties to accomplish the mission of the Company and its subsidiaries. Code of Conduct covers ethics for business conduct, practices towards various stakeholders such as shareholders, employees, customers, trade partners, creditors, competitors, social and environment, ethics for the Directors and for the employees such as conflict of interests, confidential information, provision, inside information for etc., monitoring procedures and penalties.

The Company has distributed “Code of Conduct” to the Directors, Managements and employees, and has frequently monitored to ensure the compliance with the conduct e.g. conducting on line self assessment annually. Moreover, the Company has continually arranged training course about good corporate governance annually. In the year 2007, the Company arranged 4 courses about good corporate governance. The Company has also educated the Managements and the employees via monthly internal journal more than 4 years, since the year 2003.

The Company has clear procedures to oversee transactions that may have conflict of interests. In case that the transaction must be approved by the Board of Directors and/or the Shareholder’s meeting, it shall be screened by the Audit Committee. The Audit Committee would give opinion in entering such transaction. If the Board of Directors has different opinion with the Audit Committee, the Company shall also disclose the different opinion. In addition, according to the Regulations of the SET, in case that particular director has interests in certain issues, he shall not be allowed to vote in approving such connected transaction agenda.

The information, necessities and rationale about transactions that may have conflict of interests in the year 2007 are disclosed by complying with Regulations of the SEC as per details in the topic of “Connected Transactions”

The Company provides internal control system about operation, financial reporting, compliance with applicable laws and regulations, and risk management regarding risk management framework, based on the International Standard of COSO-ERM (The Committee of Sponsoring Organizations of the Treadway Commission-Enterprise Risk Management), which relates to the operations and management procedures as per details in the topic of Opinions Summary on Adequacy and Appropriateness of the Internal Control System for the Year 2007.

The Board of Directors has specified the risk management policy to cover the overall organization. Risk Management Section has been established to be responsible about risk management and reported to Risk Management Committee quarterly. In addition, the Board of Directors has considered the adequacy and effectiveness of risk management system quarterly, and emphasized about Early Warning indicators and abnormalities.

Furthermore, to evaluate the efficiency of the Company’s internal control system, the Company has Internal Audit division as a separate unit, which is responsible to audit, evaluate, recommend and support the effectiveness improvement in risk management, control and corporate governance in accordance with International Standard for the Professional Process of Internal Auditing, and directly reports the audit results to the Audit Committee. The Board of Directors and the Audit Committee has reviewed the Assessment Form of Adequacy of Internal Control System annually.

For the assessment of risk management effectiveness, Internal Audit Division has reviewed the indicators or risk factors that may affect the objective and risk management process, to ensure that the risk indication and assessment are correct and appropriate, the risk management is in a systematic manner, the risk reporting to related persons is complete and in timely manner, and also continually monitored the risk review every quarter.

5.4 The Board of Directors’ Meetings

The Company has the Board of Directors’ meeting schedule in advance and informs each director for acknowledgement so that the director can allocate the time and attend the meetings. The Board of Directors shall held at least 5 regular meetings in a year and held a special meeting if necessary. The Chairman of the Board of Directors and Managing Director shall consider the agenda together and each director can independently propose matter for agenda.

The Company has clear agendas for the meeting and send meeting invitation letter together with meeting document to the directors at least 7 days prior to the meeting date. As such the directors would have time to study the document before attending the meeting. In 2007, the Board of Directors held 5 regular meetings. The attendance of each director is as follows:

In the Board of Directors’ meetings, the Chairman allocates sufficient time for the Managements to present adequate issues and for the directors to broadly discuss important matters with care. The Chairman promotes the directors to have prudent consideration. In addition, the Board of Directors supports Managing Director to invite top managements to attend the meeting to provide explanation and additional information as they involves in the proposed agenda directly. The Directors can also ask for additional information from the Company’s secretary.

The minutes of meeting has been recorded correctly and completely, which covers details such as name of directors who attended or absent in the meeting, important content, discussion issues, opinions of each director and resolutions. The minutes are recorded by the secretary to the Board of Directors, verified by the Board of Directors, the Managements and Legal Team of the Company. The minutes can be verified by shareholders according to the prescribed law. The minutes are kept safely and carefully.

In addition, the Board of Directors has opportunity to meet the Managements below Managing Director, under the acknowledgement of Managing Director 5-6 times per year.

5.5 The Board of Directors’ Self Assessment

Even though the Board of Directors has completely performed its responsibility, it realizes in continually improving the effectiveness of its performance. Therefore, it has approved Form of the Director’s Self Assessment and the Board of Directors’ Assessment. The directors would have done such assessments annually. The Board of Directors has considered the assessment result together and seeks for the improvement. The overall assessment result in the year 2007 reveals “Good-to-Excellent” effectiveness in performing the roles of director and the Board of Directors.

Furthermore, since August 2007, the Board of Directors has assessed the efficiency of the meeting every time and the result would be reported in the next meeting.

5.6 Remuneration

Remuneration for the Board of Directors: the Remuneration Committee has responsibility to consider remuneration for the Board of Directors. The remuneration is clearly defined in a transparent manner and is approved by the shareholders. The remuneration is comparable to the industry and is appealing enough to attract and retain quality directors. The directors who are assigned additional responsibilities are paid appropriately more.

Remuneration for Managing Director: the remuneration of Managing Directors is approved by the Board of Directors where the initial remuneration when signing the employment contract is screening by the Remuneration Committee. For annual remuneration increase, it is in the authority of the Board of Directors to consider in accordance with the employment contract and uses Key Performance Indicators (KPIs) that covers the performances of the Company as well as the Company’s strategies, comprising of aspects in finance, customers and stakeholders, internal process, learning and development, social, environment and others.

Remuneration for the Managements: the remuneration is determined in accordance with the principles and policy set by the Board of Directors, which corresponds to the performances of the Company as well as that of each management by using Key Performance Indicators (KPIs)

The Company also discloses the remuneration of the Board of Directors and the Managements as per details in the topic of “Shareholder and Management Structure - Remuneration for the Board of Directors and Managements.”

5.7 Development for the Directors and Managements

The Company supports and facilitates training and educating the Boards of Directors, the Managements a