Section 2: Board of Directors

Composition and nomination

1) The Board of Directors is composed of a minimum of 5 and a
maximum of 14 members. Not less than half of the Board must be
residents in Thailand. Qualifications of all directors have to meet with
the stipulations of laws and the companys articles of association.
2) At least 5 members of the Board of Directors must be composed of
independent directors. Moreover, the independent directors shall also
meet the following requirements:
1. Holding less than 0.5 % of voting shares of the company,
subsidiary companies, associated companies or persons who
may have any conflict of interest with the company.
2. Not participating in the management of the company, nor being
employee, staff member, consultant who receiving regular salary,
service provider, auditor, lawyer or person with authority over the
company, subsidiary companies, associated companies or
persons who may have any conflict of interest with the Company
and shall be free and clear form gaining any benefit from the
said persons during a period of 2 year before his/her appointment
as a member of the Board of Directors. Furthermore, independent
directors shall also attend the Board of Directors meetings and
express their opinions from an independent viewpoint.
3. Having no vested interests nor gaining benefit, whether directly
or indirectly, for financial or managerial aspects, nor being
customer, supplier, trading creditor/debtor of the company,
subsidiary companies, associated companies or persons who
may have any conflict of interest with the company.
4. Not being close relative of executives, major shareholders of the
company, subsidiary companies, associated companies or persons
who may have any conflict of interest with the company, nor
being appointed as a representative to protect interests of directors
or major shareholders.

5
 3) The Board of Directors shall be composed of experts with a wide
range of experience in various fields including engineering,
marketing, and oil business. At least one director is knowledgeable
and experienced in accounting and finance. Directors select a
Chairman, while one or more directors can be selected as Vice
Chairman where it is deemed appropriate. The Board is empowered to
appoint a director or any other person as the companys President and
also is empowered to dismiss the person. The President serves as
secretary to the Board of Directors and can be appointed as a director.
4) The Chairmen of the Board must be an independent director. In order
to sustain well secured the balance of power between the
supervisory and management functions of the company, the
Chairman shall not be the same person as the President.
Furthermore, the Chairman shall not hold any position in the Boards
sub-committees to ensure the clearness of duties separation.
Moreover, as the leader of the Company; the Chairman has to conduct
himself in a neutral manner so as to avoid conflict that may arise.
5) Directors are nominated according to their terms, with transparency
and clarification. Sufficient information of nominated director must be
clearly defined and given to the educational and professional
background.
6) Biodata of the members of the Board are disclosed to the public
each time of rotation.
Qualifications of directors
1) Not under prohibition of Clause 68 of the Public Company Act B.E.
2535 (1992).
2) The Board of Directors must have leadership skills and vision,
display utmost integrity, and conduct the business ethically, and
should possess good background experienced as well.
3) The Board of Directors has to be interested in the company
businesses and devote sufficient time to the company.

6
 4) Selection of the Directors shall be transparent and clear, and
processed through the Nomination and Remuneration Committee.
5) Unless a shareholders meeting is notified prior to an appointment of
a director, a director must not operate any businesses or become
part of any organization that in the same industry of the company
including not carrying out businesses in competition with the company.
Roles, Functions and Responsibilities of the Board of Directors
1) All new Directors are responsible to attend orientation classes
regarding Business Operations of the Company.
2) Conduct their duties in compliance with all laws, objectives and
articles of association of the Company as well as resolutions of the
shareholders meetings with honesty and integrity and carefully
safeguard the benefits of the Company to ensure regular
accountability towards Shareholders.
3) Formulate policies and directions of the Companys operations, and
also monitor and supervise the management team to function in
accordance with such policies and regulations with efficiency and
effectiveness, under the principles of Good Corporate Governance,
to maximize economic value and Shareholders wealth.
4) Continuously follow and monitor the business performance and
operations of the Company with regard to laws and stipulations of
concerned contracts and on regular basis, The management team is
responsible to report on important issues and operational results of
the Company in every Board of Directors Meeting or at least 12
times a year to oversee and ensure their performance.
5) Arrange appropriate accounting systems and financial report including a
suitable and a reliable internal control and internal audit systems.
6) Review the Companys Good Corporate Governance manual
constantly.
7) Arrange appropriate the risk management system by adequately
supervising guideline and policy including following up on results.
8) Ensure that the management team operates business in taking into
account duties and responsibilities based on virtue and ethics to
comply with benefits of all concerned parties.

7
9) Independent and external directors are capable of performing duties,
set out strategies, and use their judgment in determining matters
such as operational tactics, resource utilization, nominate directors
including set up performance standard of the Company with an
independent opinion. They also have to be ready to oppose any acts
of other Directors or the management on the issues affecting the
equity of Shareholders.
10) Seek professional opinions from external to make comments or give
advice on the Companys operations with the Company expense as
necessary.
11) Appoint the Company Secretary to take care of Directors and the
Company activities such as preparing and arranging Board of
Directors Meeting together with Shareholders Meeting and also
assisting the Directors and the Company in performing their duties
as required by laws and related rules and regulations from time to time.
Moreover, the Company secretary is accountable for supporting the
Board of Directors and the Company in disclosing all information
accurately, completely, transparently, and providing in a timely manner.
12) Ensure that the Company has the code of corporate conduct, business
ethics, and code of ethics as performance guidelines for directors,
executives and staff members.
13) Refrain from securities trading at least one month prior to
announcement of the Companys financial statements and at least 3
days after such announcement.
14) Report ownership of securities of their own, spouses and children in
monthly Board meeting and have to promptly report to the Company
in the following cases:
i. Direct and indirect interest with any contracts concluded by the
Company during the accounting year,
ii. Possessing of shares or debentures of the Company and its
affiliates
15) Attend the seminar of Thai Institute of Directors Association (IOD) in
the course that related to statutory duties and legal liabilities of the
Board of Directors, namely Directors Certification Program (DCP) or

8
 Director Accreditation Program (DAP) in order to perform the role of
director more effectively.
16) Non-executive directors have to assess the performance of the
President annually to evaluate the scope of work and fix appropriate
remuneration.
Meeting of the Board of Directors
1) The Board of Directors shall meet at least once a month according
to the prearranged annual schedule. Occasional special meetings
are also allowed if needed.
2) In calling a meeting, the Chairman of the Board or any person
assigned by him shall send a notice to the directors at least 14 days
prior to the date of the meeting. Where it is necessary or urgent to
preserve the rights or benefits of the Company, the chairman or any
person assigned by him may call a meeting by other methods and
may set an earlier meeting date. The management, under the
supervision of the Chairman of the Board, shall be responsible for
providing and delivering adequate and timely information of each
meeting to the Board and the Chairman has to ensure that directors
receive all related information in advance not less than 7 days
before the meeting is scheduled, in order to allow adequate time for
Board members to study the documents. In addition, the Chairman
of the Board is responsible for overseeing a record of each meeting
minutes, which must circulate to the Board members within 7 days
after each meeting, so as to ensure accuracy of the document.
3) Each meeting should be attended by not less than three-fourth of the
Board members to constitute a quorum.
4) The Chairman of the Board approves the agendas of the meetings
by consulting with the management. The management considers
requests of some directors to include other important issues in the
agenda of the following meeting.
5) The Chairman has to allocate sufficient time for the management to
present information for debate and for the Board to debate on the issue.
6) The Chairman of the Board shall preside over the meetings, be
responsible for monitoring the proceedings, and allocate sufficient

9
 time to each item on the agenda for the directors to discuss, express
their opinions independently, and sum up all viewpoints as well as
conclude the Board resolution.
7) In considering matters of each agenda, a director who might has
conflict of interests is not entitled to vote and must leave the meeting
during of such consideration.
8) Directors have access to and can request for information, consultation
and services relevant to the companys operations from the
management as well as independent consultation from external advisors.
Evaluation
1) The Board of Directors has formulated self-assessment format at
least once a year, by undertake self-assessment in 3 formats,
namely direct self-assessment, cross assessment and group
assessment, to be framework for regular inspection of their
performance. The results of such self-assessment shall be
concluded and prepared by the management for the Board
acknowledgment and for disclosure in the annual reports as well.
2) The Board of Directors has set up standard of performance and has
undertaken regular assessment in comparison with the standard.
Remuneration
1) The Board of Directors shall receive monthly remuneration, meeting
allowance, and bonus, in a rate that can constitute incentive and can
maintain qualified directors in their positions, which is a level
compatible with the practice in the industry and in relation with the
operating outcomes of the company and each director.
2) Directors being assigned with additional functions and responsibilities
(Such as being appointed in Sub-Committees) receive additional
remuneration in relation with the related assignment.
3) The Board of Directors manages to include individual report on
directors and executives remuneration, which consists of remuneration
for acting as directors in subsidiary company and associated
company, in the annual reports according to the Good Corporate
Governance Policy.

10
Appointment and Dismissal of Directors
At every Annual General Meeting, directors numbering one-third of the
total number shall retire by rotation. In case the number of directors is not
a multiple of three, the number nearest to one-third shall retire and the
director who serves the longest period in the office shall retire. A retiring
director is eligible for re-election.
Apart from retirement by rotation, the directors shall vacate office upon:
1) Death;
2) Resignation (effective as from the day that the Company receive the
resignation letter);
3) Loss of qualifications or disqualification under Section 68 of the Public
Limited Company Act. B.E. 1992
4) Removal by a resolution of the shareholders meeting under Section 76
of the Public Limited Company Act. B.E. 1992
5) Removal by a court order

11