Textsize    Corporate Governance

1. Policy on Corporate Governance

The company recognizes the importance of good corporate governance. In giving investors and public the information and opportunity to review the operations, the company has outlined CG policy stipulating structure, roles, duties and responsibilities of the Board of Directors, including disclosure of operational information and transparency.

2. Rights of Shareholders and Meeting of Shareholder

In calling a meeting of shareholders, the company sends a notice of invitation together with relevant information and opinions of the Board of Directors on each agenda for shareholder’s acknowledgment, not less than 7 days prior to the meeting, to ensure sufficient time for information review before meeting attendance.

3. Rights of Stakeholders

The company highly values the right of various groups of stakeholders, performing in compliance with provisions of law and relevant regulations to ensure that the rights of stakeholders are fairly treated.

4. Leadership and Vision

Through meetings, the Board of Directors takes part in giving approval to the company’s business plans and annual budget, as well as regularly tracking the implementation of such.

5. Conflict of Interests

The Board of Director carefully monitors and reviews any possible case of conflict of interest, ensuring the completeness of information disclosure in respect of connected transaction and full compliance to the standards of the Stock Exchange of Thailand.

6. Business Ethics

The company outlines the code of business conducts as guidelines for related persons, including directors, management and employees, in performing their duties honestly, virtuously and justly.

7. Balance of Power for Non-Executive Directors

As of March 1, 2008, the Board of Directors consists of 9 members as follows:

• 4 Executive Directors
• 2 Non-Executive Directors
• 3 Independent Directors

Equivalent to 33.33% of the total Board members

8. Aggregation or Segregation of Positions

By definition of the Stock Exchange of Thailand, an independent director is neither related to the management nor the same person serving as Chief Executive Officer and President, in order to segregate the duties of setting governing policy and daily operational management.

9. Remuneration for Directors and Management

Remunerations for directors are apparently set out with transparency, offered at a high level that been approved in shareholder meetings in order to maintain the qualified directors. A director whom appointed excessive duties and responsibilities will be remunerated proportionately with the additional assignments.

10. Board of Directors’ Meetings

The Board of Directors schedules meetings at least once every quarter, and extra meetings may be convened as deem necessary. The agenda is set out clearly in advance to the meeting, including continued agenda to follow up operating results. The secretary’s office sends a notice of invitation enclosing order of agenda and meeting archives in advance to ensure the directors sufficient time to review the archives prior to meeting. The minutes of meetings is taken in writing, certified by the Chairman or Chairman-appointed director, and made promptly available for verification by the Board or related parties. In 2007, there were five directors whose term expired, and there were totally 11 meetings convened with the presence of directors as per following details:

11. Controlling System and Internal Audit

The company values internal controlling systems, therefore determining management’s power of authority in writing, optimizing asset control to ensure corporate benefits, as well as segregation of duties for performer, controller and evaluator to balance their powers and cross audits.

12. Directors' Reporting

The Board of Directors is responsible for the consolidated financial statements of the company and subsidiaries, including the financial information expressed in the annual report. The financial statements are done in conformity with Thailand’s generally accepted accounting standards, where appropriate accounting policies are adopted and adhered to consistently. Production of such is based on prudent judgment, adequately disclosed in the notes to financial statements.

The Board of Directors provides and maintains an efficient internal controlling system; the accuracy, completeness and adequacy of accounting records are carried out rationally to retain assets, detect weaknesses and prevent fraudulence or any material act of abnormality.

The Board of Directors therefore appoints the Audit Committee, comprising non-management members to be responsible for the quality of financial reporting and internal controlling system.

13. Relations with Investors

The Board of Directors realizes the influence of financial and non-financial information towards the decision-making process of investors and stakeholders of the company, giving the management the policy to ensure that information is disclosed factually, adequately and timely basis, the disciplines to which the management has respected and conformed. In relation with investor, the company does not establish a specialized unit for the small amount of activities. Hence, Investor who has any inquiries can contact Tel: 0-2736-3535 ext. 3213 or e-mail: pornchaik@iec.co.th

14. Supervision of Internal Information Usage

The company outlines precautionary guidelines, disallowing the management and employees to use internal information for their interest or others’, by limiting the number of management and employee accessible to significant and undisclosed information. In addition, the company also serves as the center for reporting movement of management securities trading for the records of the Office of Securities and Exchange Commission and the Stock Exchange of Thailand, keeping immediate update on trading transactions of all executives.