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Corporate Governance

Good corporate governance.
                
The Board of Directors is crucial to comply with corporate governance and Good practices for the Board of Directors of Listed Companies. According to the Stock Exchange of Thailand And the Office of the Securities and Exchange Commission. And its compliance with principles of good corporate governance by regulatory rules. Good corporate governance. The Stock Exchange of Thailand Which was further improved. The content is divided into 5 categories below.

                Section 1: Rights of Shareholders.
                
Company policy on corporate governance. The overall operation of the Company's integrity, transparency and accountability. Fundamental importance to bring the organization to sustainable growth.

                
The Company intends to comply with guidelines on Governance Governance specified by the government. Agencies and the governance of companies. Including standards on Governance Governance of other companies deemed it appropriate to do its business.

                
The Company focuses on the rights of shareholders and comply with all the shareholders. With fairness. The opportunity for shareholders to propose agenda items and shareholders to nominate. Elected as a director in advance of the meeting and information on the company's Website before the meeting.

                
The Company has delivered notice of the shareholders' meeting. As well as information for the meeting to shareholders at least 7 days before the meeting and facilitate the meeting of shareholders in the shareholders' meeting as well as promote and encourage shareholders to attend the meeting. and exercise their laundry. Asked the Board about various topics and can give suggestions or comments that are beneficial to management. All of this is accurate and complete record of the meeting. So that shareholders can be checked. Including the storage unit neatly minutes to complete, accurate and easy detection.

                
In 2551 the Company held the Annual General Meeting of Shareholders in April. By the Director. Including the Audit Committee. Most of the participants all the time. Except at times when some directors next mission is not required to attend the meeting by the shareholders. Chairman of the meeting and give an opportunity for all shareholders who have rights. Equal to validate the operation of its inquiry comments. And various recommendations to the full. And to record questions and comments suggested that the key to the report. Meeting with all the time.


                Chapter 2, treating shareholders equally.

                
Of all shareholders. The shareholders who are executives. Shareholders who are not executives. Foreign shareholders and minority shareholders. Are treated by the company in a manner equal. And policies on the use of inside information clearly. The executives, employees and related persons. Do not use information from the companies. Used for personal benefit or released to someone else knows. The past is not found, using inside information to exploit in any way.

                
The Company operates in the protection and management of conflicts of interest with different fairness By way of disclosure or confidentiality. Or reject the operation. Or any other suitable method as is appropriate. In addition, the company has set a policy and procedures and approve the list. Potential conflicts of interest and transaction. Including policies and regulations do not apply to executives used inside information for personal gain, and the directors and executive reports changes in asset ownership. Of the Office of the Securities and Exchange Commission under Section 59 of the Securities Exchange Act of 2535 and the report includes the various interests in the Board of Directors of each company as well.

                
Company policy allows shareholders to propose agenda for. Meeting under the condition And the timing. As well as be subject to the provisions of the law involved. Has an opportunity for shareholders who can not attend the meeting with others like themselves appoint independent directors of the company. Meeting and vote instead The attached proxy statement. In a way that shareholders can display a variety of intent with the invitation letter. And preparing the ballots to shareholders in a meeting of all shareholders, including the agenda was the appointment of directors. The company offers to shareholders to consider labor income as you.


                
Chapter 3 The role of stakeholders.


                
The Company recognizes the importance of rights of all interested groups. Whether it is the stakeholders, including employees and executives within the company. Or external stakeholders, including customers, creditors, competitors, including social, they are fully aware that All stakeholders are important to the company's business model. Different. The Company has taken into consideration the rights and basic interests of stakeholders should be. Received from the company properly. Whether it is a right to know information that is easy to complete, including measures to prevent internal control deficiencies. Illegal actions of the directors and related persons. As well as to protect those who provide clues about the story properly. Because companies that support the various stakeholders to build competitive advantage and profit to the company. Is in itself a long-term success of the company.

                
As a society, the company realized a part of society that need assistance to support Together for social development. One of the society and return with And policies related to social support and care that It focuses on helping the disadvantaged in society. Victims of various religions continued retention. Both made by the company itself. Including cooperation with other organizations both public and private sectors in various operations such.


                
Chapter 4: Disclosure and transparency


                
The company pays attention to every investor groups equally. Although it has not set up the Investor Relations Department in particular. But the President has authorized acts of the general information of shareholders and investors can be contacted at Corporate offices. Telephone 0-2561-1111 to 2421, 2424, 2427 Fax 0-2561-1462 email info@vibhavadi.com.

                
The Company has provided a description of information management and analysis of quarterly. As well as various public information through the company's website. www.vibhavadi.com.

                
Board of Directors is responsible for the preparation of financial reports and information. Funds that appear in the annual report prepared in accordance with basic accounting practices generally accepted in Thailand The appropriate accounting policies. And practice regularly. The discretion carefully and the best estimate in the preparation and have Sufficient information is disclosed in the notes to financial statements.

                
In this regard, the Board of Directors. The Audit Committee has appointed to be responsible for the quality of financial reporting and internal control systems. And the opinion of the Audit Committee about it appear in the report of the Audit Committee, which listed in the annual report then.

                
The Board of Directors. It also focuses on financial disclosure reports. Financial information. Including the results of its operations. To have complete, accurate, transparent and timely manner. As shown in the annual report and website of the Company to the shareholders. Stakeholders or relevant information equally.

Company's remuneration policy for Directors and other Committees on the appropriate level. And compensation, the company adheres to the power of shareholders to consider that Accordance with the provisions of the law. In the general meeting of shareholders on April 28, 2551 the shareholders approved the remuneration to directors as detailed as this.


                
Section 5 Responsibilities of the Board of Directors.


                
1. Structure of the Board of Directors.
                
As at December 31, 2013 Board of Directors of the Company's Board consists of 15 persons 5 persons who served as executive Chairman of the Executive Directors and one Executive Directors and four non-executive directors and six independent third persons.

                
Selection Committee's consideration of qualified persons with a background and expertise of many professional leadership vision. Is a moral and ethical. Working with transparency. And the ability to express opinions freely.

                
Chairman of the Board is not the same person as President. The separation of authority between them clearly. By the person who served as chairman of Leadership Policy and the chairman of the executive management leadership will be. Balance of power in the Company's operating properly.

                
Structure of the Board of Directors and Committees of the Board of Directors consists of three main sets of directors. The Audit Committee, the independent panel. And Remuneration Committee. The company has the authority, as well as the appointment and dismissal of the Commission. As shown by its Articles of Association. The company was registered with the Registrar. Department of Business Development. (Formerly the Department of Commercial Registration), Ministry of Commerce.