Corporate Governance

The Board of Directors understand their roles, duties and responsibilities to the company and shareholders. They have adopted a Code of Best Practices for the Directors of registered companies according to the guidelines as set forth by the Securities Exchange of Thailand. This is to ensure effective management and accurate performance assessment, which will promote growth through the following corporate governance:

1. Corporate Governance Policy

Advertisers, Sponsors & Promotional and Business Partners.

The Board of Directors realize the importance of good corporate governance as set forth in the notifications of the Securities Exchange of Thailand. To ensure the company stability and continuous growth, increase the confidence of shareholders and all interested parties and create additional value to the business in the long run, the Board of Directors have set forth the corporate governance as follows:
  1. The scope of powers, duties and responsibilities of the Board of Directors and the Executives is clearly defined according to the company management structure.
  2. The business shall be operated with all the information correctly and transparently disclosed to reflect the true and fair view of the company's performance and financial status. There shall be proper assessment and measures against risks.
  3. There shall be checks and balances among all departments and sections to allow audit and ensure transparency.
  4. Excellent quality products shall be turned out to meet the demand in the markets and for the satisfaction of customers. Customers' views or complaints are welcome for product development and improvement.
  5. Through training, the company install moral virtue in employees that they will grow with the company.
  6. The ownership rights of each and every shareholder are equally well aware of and respected.
  7. In the operation of our business, the company bears in mind our responsibility to shareholders, interested parties, the society and the environment.
  8. Anti-corruption and never pays a bribe for the business benefits. No violation of intellectual property rights. Respect for the low and human rights.

2. Shareholders' Equal Rights

The shareholding structure shall be clear and fair. The board of directors, executives and major shareholders shall not have conflicts of interest. The management shall protect investors’ rights and treat shareholders equally.
Every shareholders have rights and equity as follows.
  1. The right to acknowledging the information about operating performance and business policy, both regularly and in a timely manner through the Stock Exchange of Thailand and the Company's website at www.sabina.co.th
  2. The right to receive the share certificates, transferring shares, and receive profit sharing.
  3. The right to propose the agenda and a person to be nominated as Director. The company has made the rules in the proposal as published on its website at www.sabina.co.th and through the Stock Exchange of Thailand.
  4. The right to send questions to ask various issues of agenda presented in general meeting of shareholders in advance. By able to send questions in advance to the Secretary of the company E-mail: vaja@sabina.co.th Fax: 02-4345911 and published of such rights on the web site of the company at the www.sabina.co.th
  5. The right to attend the shareholders’ meeting by the company shall provide the shareholders ' meeting once a year, the company will provide agendas with supporting data sheet with sufficient information to shareholders in advance so that shareholders can consider in advance to attend.
  6. The company has a policy to promote and facilitate shareholders, so that shareholders and institutional investors could join the meeting by the shareholders ' meeting places can be reached easily and sufficient convenient mass transit system has access.
  7. The company also added channels to publish invitation to shareholders ' meeting, documentation for the agenda of the shareholders ' meeting, as well as the form of authorization, and any other information required by both Thai and English languages in advance on the website of the company www.sabina.co.th before sending it to the shareholders in order to decide about the exercise of right to vote and publishing a report to shareholders via the company's website.
  8. To represent the treatment of their rights, the shareholders can proxies to another person or the independent director of the company to vote for if shareholders could not attend by him/her.
  9. The company facilitates all shareholders equally by providing details on the conference, including how the votes of the shareholders to vote on each item in accordance with the Company’s regulation, and opportunity for all attendees to ask. Comment recommendations on each item and a summary of the resolution of the vote in every election.
  10. The company provided the published proceedings through the company's website. So the shareholders can be checked without waiting for the next meeting.
  11. The right to be treated equally in acquiring shares by the company.
Meeting of shareholders 
     The Board of Directors attaches importance to the Meeting of Shareholders.  The Company holds a Meeting of Shareholders once a year.  The Directors who are not engaged in other important business should attend every Meeting of Shareholders.  We send invitation to attend meeting, items on the agenda, proxy form and other relevant information to shareholders at least 7 days before the meeting so that they can prepare themselves to vote.  Any shareholder may appoint an Independent Director or any other person as his proxy to attend the meeting and vote for and on his behalf.

  1. The company has the policy to support or promote any particular shareholders, including institutional shareholders to participate in general meeting of shareholders.
  2. The company provided the website to offer news and information such as quarterly financial report for the year, the Annual Registration Statement (Form 56-1) and the Annual Report (Form 56-2.). As well as the invitation to the general meeting of shareholders, which contains the date and time that the agenda. Supporting the decision for each agenda item The rules that are used in meetings and procedure pronunciation completely, which is the same data that is delivered to shareholders in paper format by publishing information via the company's Web site at least 30 days before the meeting to allow shareholders to have sufficient time to study the information.
  3. The company held a shareholders' meeting by facilitating a meeting place in terms of located in the city center, easy access and provide sufficient time to conduct the meeting.
  4. The company open up opportunities and grant shareholders to propose the agenda of the shareholder’s meeting on matters that are important and believe that the proposed list of candidates qualified for appointment as the new Director of advance. By clearly defined operating through the company's website.
  5. The company gives the rights of shareholders to submit questions on the agenda at least 1 month before the meeting via the Company's website.
  6. The company encourages shareholders to use the proxy form format that shareholders can assign directions to vote and nominate independent directors at least 1 person as an alternative to shareholder's proxy.
  7. The company is entitled to shareholders who join after the meeting began to have the right to vote in the agenda of pending and has not voted.
  8. The company provides a representative from audit firm to count of the votes in those meetings and disclosed in the minutes of the meeting and shareholders.
In recent years, the Company did not have the stock repurchase and no agreement between shareholders that have implicitly impact the Company or other shareholders and did not discourage or created obstacles into the communication between shareholders.

3.Equitable Treatment of Shareholders

The Company recognizes the importance of shareholders and supervises the execution of all shareholders equally and fairly as follows.
1. The proposed agenda and nominate persons to be appointed as directors
The company gives opportunity for the shareholders to propose additional agenda ahead and nominate a person to be considered as an advance on the basis of the Board of Directors at the company according to the criteria. Both would be published through the Stock Exchange and the company website prior to the shareholders ' meeting on October 18, 2017 to December 31, 2017, ranging from the October 18, 2017.
2. Proxy to attend shareholders ' meetings
In the case of shareholders are not able to attend self. The company allows shareholders may appoint any other person Independent director of the company or to attend the meeting instead. In order to maintain their rights and introduce the methods and steps in the proxy clearly as the company delivered with the proxy pattern B. which shareholder can determine the direction the vote. In case of foreign shareholders, the company has sent invitation letter, English version and proxy pattern C to facilitate foreign shareholders, and can be seen from the company's website.
3. Determining the right to vote at the AGM, the company has granted to the shareholders to vote according to the number of shares held by each share is entitled to one vote. And do not share any privileged to limit the rights of other shareholders.
4. Each agenda voting done openly and every agendas used of a ballot and collected the ballot only if the shareholders do not agree or no vote except the election of directors. Every agenda would collect the ballots of all shareholders attending the meeting by using a barcode in the vote on each agenda.
5.Policies and Methods of Use of Internal Information
It is our policy to prevent our Directors and Executives from using information on securities trading and other confidential information for their personal gains, the details of which are as follows:
1.) Firewall and antivirus program are used to prevent unauthorized access to our information and to protect our data.
2.) For security reason, access levels are set in each computer program for different employees.
3.) A clause concerning storage of internal data and prevention of access thereto is included in the contract of employment, work regulations, management policy, work procedures, stating that the Company’s undisclosed confidential information may not be used for personal gains or for the benefit of outsiders.
4.) We shall notify our Directors and Executives of the confidential information and order them not to trade any company’s securities during the period of 7 days before disclosure of our financial statement to the public. Making any transaction during that period constitutes a breach of discipline. The penalties vary from verbal warning, written warning, and suspension from work or dismissal. The offender will be required to reverse the transactions and donate the profit to charitable organizations.
5.) The persons from outside, who take part in the audit or make transactions that may affect the price of the Company’s securities, must make a non-disclosure agreement with us, which will be in force until we disclose such confidential information to the Securities Exchange of Thailand and Securities and Exchange Commission.
6) The Company's shareholding structure is not complicated. Almost of all transactions occurred a normal business transaction.
7) The company operates in accordance with the law, requirements of the Exchange Act, the Securities and Exchange Commission, rules and procedures of transactions, and rules for the acquisition and disposition of assets.

4. Rights of Stakeholder

The Company is aware of the rights of stakeholders and has a policy to ensure the importance of those rights by the appropriate prioritization of all stakeholders, which are shareholders, employees, executives, customers, partners, creditors, society and the general public. Cooperation between stakeholders shall be made according to their roles and responsibilities so that the Company can run smoothly and strongly in order to fairly benefit all groups of stakeholders. The company also made commitment to social and environmental sustainability, anti-corruption, do not infringement of intellectual property and copyright, and respect for human rights.

Shareholders

Through our knowledge, ability and integrity, we intend to make our business grow steadily for the long-term benefit of shareholders and the protection of our properties and interests. We regularly present correct and complete performance reports so that shareholders are kept abreast of all the latest developments. We pay dividend regularly and avoid any conflict of interests.

Customers

We intend to establish brand loyalty and ensure customer's satisfaction. Through innovation, we constantly add value to our products and services to meet the requirements of customers of all age groups. We have many salesclerks in leading shops and department stores nationwide; they are happy to send customers' feedback and complaints to us, and we always treat all customers' complaints fairly.

Employee

Employees are valuable resources and the key to the success of the organization. We provide training to our employees to improve their knowledge and ability so that they will make achievements in their career. We offer our employees the opportunity for advancement on the basis of their potential. We also allow our employees to set directions for the company's operation and growth. We pay our employee fair salaries – commensurate with their knowledge, abilities, responsibilities, performance, the way they maintain good working conditions, safety to lives and properties. We take care of our employees in respect of safety and provide them with staff welfare such as. 
-First Aid Room
-Annual medical checkup
-Special price product to relieve employee cost of living
-Uniforms
-Provident Fund
-Emergency loan for employee in low rate interest
-Training and conference both on-site and off-site for employee development
-Sending employee to inspect domestic and aboard

Trading Partners and/ or Creditors

We strictly comply with the terms and conditions of the contracts with our trading partners and/or creditors. We do not demand or accept any property or interest dishonestly. We only create good relations and mutual understanding while exchanging knowledge in joint effort to develop value added products and services.

Society and Environment

In the operation of our business, we avoid the impact on the environment and the dissipation of natural resources. We constantly instill in our employees the sense of responsibility for the community and society. We sponsor activities that are useful to the community and society. We do not support illegal acts or the acts that are the threats to society or cause losses and damages to the country or undermine national security.

Competitors

We compete fairly according to the rules. We do not engage in any industrial espionage or compete with other firms by improper or illegal means.

Non-infringement of intellectual property or copyright.

The company has policies and practices relating to any infringement of intellectual property rights. The directors, management, employees of the Company, and all its subsidiaries operate under the Code of Conduct on the subject of intellectual property or copyright. By protecting the intellectual property of the company not to be violated, and avoid infringing the intellectual property of others. The company has never been reported complaints about violations of intellectual property or copyright.

The anti-corruption and bribery for business.

The Board has policy to fight against corruption. The company has signed a commitment in the Private Sector Collective Action Coalition against Corruption. Along with the Directors, executives and employees of the Company and its subsidiaries are all performed in accordance with the fight against corruption. The policy focused on raising awareness for employees and executives at all levels of the negative effect of corruption include creating good values to develop an accurate and transparent monitoring effectively without causing a risk of damage to the business. The company also set policies relating to fraud against corrupt clearly in order to prevent such problems and operating according to the relevant laws and regulations. The company has set its managing director, employees, and subsidiaries to comply with all Anti-corruption policies as follows.
-Emphasis on cultivating the consciousness of employees and managers at all levels. Aware of the consequences of corruption, including creating good values to organizational development, fidelity must be transparent, and can be monitored efficiently.
-Determine to company directors and employees to follow the policy against corruption without getting involved with the corruption, whether directly or indirectly. For the benefit of the company towards themselves, family, friends, and acquaintances.
-Create a system of internal controls to prevent fraud. That will result in transparency and good corporate governance, occurs as the concrete and can be checked.
-The Company has taken steps to protect the complainant that complaints will be stored as the confidential. And safety of the complainant is significant. He/she will be protected from unfair practices.
-Corruption is the abuse of the company's business which must be punished by regulations of the company and also the common law if the action is illegal.
-The company is aware of the importance of communication and public relations in order to build knowledge and understanding of the Board of Directors and employees, as well as those who are involved with the company in accordance with the policy against corruption.
        However, policies, practices, including the creation of internal control system are to prevent corruption. It will result in transparency, good corporate governance, concrete practice, and able to be inspected .From such of standard is to fight against corruption includes finding appropriate solution. The channel a report or complaint to the Audit Department of the company, and independent director of the company by the company has published such policies on the company's website www.sabina.co.th

5.Communication channels and The protection of whistle-blower complaints practices

The company has a channel for stakeholder can send suggestions, comments or questions, including complaints to the company through the company secretary E-mail address: vaja@sabina.co.th or the Investor Relations E-mail address: ir@sabina.co.th Phone 02-4229400. Mailing address is Sabina Limited (PCL), No. 12, Arun Amarin. Arun Amarin Bangkok 10700

However, in the case of a key point or that may cause damage to the company. The Secretary will bring about such offer to the board of directors.

And the company has provided practices of whistleblower complaints on illegality, dude of conduct or behavior that may indicate the misconduct of the staffs in the organization, related persons, and stakeholders.

Channels for complaints

Internal Audit Department
E-mail address :GRP_AUDIT_HO@SABINA.CO.TH
Telephone :02-4229400 ext. 9309,9404
Postal address: Internal Audit Department
Sabina Limited (PCL)
No. 12, Arun Amarin Rd., Arun Amarin
Bangkok Noi, Bangkok 10700

The company also provides channels for complaints for stakeholders to report the offense, unethical acts of the company and executives, the behavior implied fraud, and in equally treatment through the following channels:

Postal address: President or the Chairman of the Audit Committee.
Sabina Limited (PCL)
No. 12, Arun Amarin Rd., Arun Amarin
Bangkok Noi, Bangkok 10700

All claims for the common operation will be kept confidential to the Chairman of the Executive Board and / or the Internal Audit Department. The Company will not disclose any information, clues, and impartial complaints of mistreatment of senior management will be kept by the secretary of the Audit Committee, to report directly to the Audit Committee and the company will carry out the following steps.

The company had no record of violating labor law, employment, consumer, competition and environment.

6. Information disclosure and transparency

1.Information disclosure
The company has revealed important information of various related companies, accurately and timely in the annual report including explanation and analysis of the management of various news through the website and the securities market the company's website www.sabina.co.thThai and English.
2.The preparation of the financial report
To show the responsibility to prepare financial statements that are required to be sufficient transparency to the Board of Directors, which is responsible for the company's consolidated financial statements and the financial information that appears in the annual report has been prepared in accordance with accounting standards generally accepted. By using the appropriate accounting policies and practices on a regular basis, as well as the disclosure of important information in notes to the financial statements, the assembly had considered and reasonable prudence in preparing financial statements by the Board of Directors have been appointed to the Audit Committee, which is comprised of independent directors to act responsible about the quality of the financial reporting and internal control systems.
3.The company has announced a policy, regulatory affairs, and ethic in business, company's directors, executives, and employees. Written and published through the company website.
4.The company's Board of Directors has established a social and the environment responsibility policy by promoting and supporting the execution of policy consistently and regularly (based on CSR report, point number 10).
5.The company has to disclose the transaction. The company abides by the rules of the Securities and Exchange Commission and discloses details of transactions, individuals who are making transactions, relationship of terms / policies between price and value (details in Connected Transactions report point number 12).
6.The company has a policy that directors of the company must be reported to the buy-sell shares/securities holdings of the company to be informed by the Board of Directors at all times.
8.Remuneration of Directors and executives
The remuneration of the Board of Directors is clearly transparent by comparison with the company in the same industry to be able to attract and retain directors who are knowledgeable. Remuneration of Directors is also proposed for approval by the shareholders ' meeting every year. For the executives ' remuneration is in accordance with the principles and policies set by the Board of Directors which linked to the performance of the company and the performance of individual persons (Total remuneration for directors and executives is revealed in the Management structure report in remuneration section of the Board of Directors and executives)
9.Investor Relations
Board of Directors give priority on the disclosure of information, both financial and non-financial information that is adequate, transparent, timely and thorough with the Company's disclosure information, news to shareholders, investors and those involved have been informed via the company's website. www.sabina.co.th so shareholders can access information easily and quickly, such as the nature of business financial statements, shareholding structure, organizational structure, annual invitation to AGM, and other necessary information.
In addition, the company has been established the Investor Relations department to provide data and information activities of the company with investors, shareholders, analysts, and the general public which manage via email ir@sabina.co.th or phone call. 0-2422-9400.
The company has no record of the past on ordered to edit the financial statements by the SEC as well as has revealed the annual financial statements and quarterly to shareholders and investors within the deadline.

7. Leadership and Vision

Board of Directors is committed to operating the company to progress, and stable growth for the best returns to shareholders. Board of Directors performs with the knowledge and ability in the duties and responsibilities, and caution in the management of the company which abiding by the laws and rules of conduct that is good about the business, and ensure compliance with the objectives and targets set out for the interest of its shareholders and stakeholders all parties.

Board of Directors assigned the Executive Committee representing the vision, mission, policies and budgets to the Board of Directors for approval and guidance to the Board of Directors to supervise, monitor and evaluate performance to meet the target, and add value and wealth to the Company and shareholders. At the same time, take into consideration the interests of all stakeholders and the company's Board of Directors has considered, approved, and reviewing the company's mission, vision, and every 5 years for approval and monitoring, management plans, agreeing to comply with the direction, placing it on a regular basis.

The company's Board of Directors has considered defining roles and responsibilities in the implementation of the company's Board of committee and the management of the company have clearly separate both the structure and compliance officer. Both sides are working together on this power of Attorney specifying the scope of executive power level is defined and the operation each aspect clearly.

In order to fulfill the duties of the Board of Committees to succeed with the purpose and scope of the powers, duties, and responsibilities that have been assigned the company arranges orientation for new directors by the company to prepare and submit information that is beneficial to the new Committee the duties such as funding structure, shareholder structure, brief biography, list of Board of Directors and senior management, nature of business and past performance. They will be encouraged to training, knowledge of the company’s corporate governance, the preparation of a summary overview of the business, and past performance, as well as the policies and regulations of the company, therefore the new Committee would have understanding for best practices with handbook for directors of listed companies to guide operations.

8.Conflict of Interests


We comply with the regulations of the Securities and Exchange Commission and the Securities Exchange of Thailand. The Board of Directors follows clear guidelines on how to deal with conflict of interests carefully and reasonably.

Before making any transactions that involve conflict of interests, we will disclose to the Meeting of Shareholders the values of transactions, the names of the parties under the contracts and the reasons that make such transactions necessary. The disclosure shall be transparent and its validity can be proved. If any transaction shall receive the approval from the Board of Directors, and/or the shareholders’ meeting, the transaction must receive the consideration of screening from the Audit Committee which will provide the opinion toward the transaction.

When the Board of Directors provides different opinion from the opinion of the Audit Committee, the Company shall disclose the said different opinions. In addition, when a Director has a conflict of interest in any agenda, the Director shall be abstained from voting right of the agenda which follows the regulations of the Stock Exchange of Thailand.

Moreover, the Company has stipulated the principles for the Company’s Directors, Executives, and related persons to report their conflicts of interest or related persons’ conflicts of interest concerning the management of the Company and its subsidiaries. The report shall be included in the meeting agenda of the quarterly meetings of the Board of Directors as stipulated by the regulation of the connected transaction.

The company has disclosed a transaction with persons who may have a conflict in the year 2016 including the Board of Directors gave the opinion that all the transactions between the reasonable and beneficial to the business of the Company, pursuant to the Stock Exchange Commission regulations (see details in the Transactions section)

In addition, the Company has a policy that prohibiting the management and staff to trade securities of the Company during the 7 days prior to the public disclosure of financial statements which is considered as a disciplinary offense under the regulations of the company. If such of acts are for personal benefit within their intention before revealed to the public. There has to refrain from trading securities or wait for the investors receive information after the date it was published at least 24 hours, but if the data is very complicated is 48 hours waiting after it is published, also the director and the management of the Company's securities are traded, must notify the Securities and Exchange Commission, The Stock Exchange of Thailand and the company to acknowledge every time.

The company has a policy for directors and senior management to inform the Board of Directors about their own stock trading for at least one day in advance before trading.

The Board of Directors has also determined that there have been reports of securities holdings of Directors and Executive Directors, including the legitimate family of a Board of Directors. Including a duty to report holdings of securities and securities holdings changes to the Securities and Exchange Commission of Thailand.

9. Business Ethics

We operate our business with integrity, transparency and fairness according to the law to increase confidence of shareholders, customers, partners, competitors, employees and the society as a whole. We prohibit the use or disclosure of confidential information for personal gains or any acts that will cause conflict of interests.

We issue our Directors and employees with business ethics manuals and code of conduct in writing that are supposed to be acknowledged and complied with.

The Company has disseminated the business ethic manual on the Company’s website under the subject of “Business Ethics.”

10. Balance of power of the board

The structure of the Board of Directors on December 31, 2017 consists of 4 Executive Directors.

Director who meets the definition "Independent directors" of the Board of Directors of the Securities and Exchange Commission and the Stock Exchange of Thailand. 4 Persons served as member of the Audit Committee of the company 3 Persons.

At every annual general meeting, directors retire 1 of 3 which are or close to 1 of 3 of the company’s regulations. When directors have reached an agenda, they might be elected next term.

11. Integration or Segregation of position

The company has a split of authority by the approval authorities and implementation of the company is clearly the type of transaction. It is divided into categories according to the agency, including manufacturing, accounting, and finance, human resource, sales in the country and abroad, and more. By including in the authority hierarchy and perform No. 1/2549, dated September 1, 2006.
The roles and responsibilities are different between the Chairman and Managing Directors. the Company has determined that the Chairman of the Company would not the same person as the President to be clear separation of duties. It contributes to the balance of authority and the board of directors are free to express their opinion on the operations of the Company and supervise the implementation of the management to be effective, transparent and verifiable. However, the Chairman is not an independent director but act with independence, opportunity for all committee members are free to practice and express their opinion on the operations of the Company plus suggestions that are beneficial to the Company
Authority of the Chairman and Managing Director
The Board has the duties and responsibilities for the Chairman and the Managing Director who authorized to carry a variety of companies which can be summarized as follows
Duties and responsibilities of the Chairman
The Chairman of the company is responsible for the policy and administrative management, tracking business plan and operation, advice and assist but do not participate and interfere with the normal operations of the day. In addition, the Chairman of the company must have the leadership by not influenced by the administration and managing departments. The Chairman holds the president position the meeting of the Board of Directors meeting and shareholders’ fairness, support and encourages attendees to use rights and compliance with corporate governance principles strictly and efficiently.
By defining the composition, size and structure of the Board of Directors of the company to induce a balance between Executive Directors and independent directors.
Arrange the participation of Executive Directors, Non-executive directors, and independent directors on the activities and processes of the Board of Directors for decision.
Provide assessment and develop a portfolio of the company’s Board of Directors on a regular basis and look forward to collaborating directors and directors’ performance.
Duties and responsibilities of Managing Director
The Managing Director is responsible for routine administration in order to meet the objective complied with regulations policy statements, resolutions of the Board of Directors, and/or resolutions of the Board of Directors and/or the shareholders’ meeting resolutions.
1. To provide preparation of business policy, business plan and budget for presentation to the Board of Directors for consideration and approval, and is obliged to report the progress of the business plan, the approved budget as approved by the Board of Directors in accordance with the defined period.
2. Manage the company’s business operations in order to comply with the company's business policy. Business plans and budgets to achieve the financial goals that were approved by the Board of Directors.
3. Set resource allocation target for operation to comply with the management policy. Ensuring that the overall business growth of the company under the objectives and business plan.
4. Set review and strengthen the Organization's standards, there is a pure competition, which is something that is essential to the competitiveness and to create value for organizations with the ongoing work with personnel and products.
5. Provide analysis of the current situation and circumstances that might occur in an industrial worldwide to forecast future changes within the industry and change the company's strategy.
6. Consider and approve the appointment of packing withdrawal Migration to consider disciplinary measures, credit, as well as remuneration and employee benefits. Provide a standard assessment of the employee's job performance and review it regularly, such measures must not conflict with the powers of the Executive Committee.
7. Issue regulations on the company’s without conflict with policy regulations from statements and resolutions of the general meeting of shareholders, the Board of Directors and Executive Committee.
8. Approve of the company’s common finances activities.
9. The competent authority and/or assigned to another person in a premises specifically as empowerment agent and/or assigned to another person shall be governed by the extent of the power and/or under the regulations or instructions received from the Board of Directors of the company. Assigned person might not perform in case of approved materials that may have a conflict of interest (according to the definition of the publishing Committee for the Securities and Exchange Commission or the capital market supervisory board) by there is stake on or may be benefited in either a format, or there may be a conflict of interest with the company or its subsidiaries, unless it complies with policies and guidelines that have been approved by the general meeting of shareholders or the Board of Directors.

12. The tenure of directors and executive director elsewhere

For the directors to fully devote time and effort to perform their duties, Board of Directors has established a limited number of companies that each director be appointed as follows.
1. The company's Board of Directors has set the policy to the Director of another listed company Chief Executive Officer (CEO) of the company no more than 2.
2. The Board of Directors of the company directors has policy allowed person to be Director in other listed companies no more than 5 companies but does not define as Director in a company that is not registered.
3. In case of any member of the Company required to be directors of other companies more than 5 places shall inform of the reason and to perform such duties in the Annual Information Form (56-1) and annual reports (Form. 56-2).
So far there is no record of the company’s Board of Directors held the director for more than 5 listed companies.

13. Remunerations to Directors and Executives

Our Directors are remunerated on a transparent basis as compared with those in other companies within the same industry. This policy is adopted to keep the Directors with knowledge and ability. The remuneration to Directors in proposed to the Meeting of Shareholders for approval every year.
The remuneration to Executives complies with the principle and policy adopted by the Board of Directors, subject to the company performance and the achievements of each Executive. The remuneration to Directors and Executives is disclosed in the Management Structure, under Heading “Remuneration of Directors and Executives”

14. Board Meeting

A Board Meeting will be held at least 6 times. There may be extraordinary meetings as necessary. The items on the agenda and other relevant information will be sent to the Directors before the meeting at least 7 days so that they can read and understand all the details before attending the meeting.
At the Meeting, the Chairman will allow all Directors to express their views freely and openly. The Executives concerned will be invited to attend the Meeting to offer explanation or additional information on the issues being discussed to assist the Board of Directors in decision making. The minutes of the Meeting are taken by the Secretary and endorsed by the Board of Directors before they are kept as records that can be examined and used as reference at any time. In addition, the every voting agenda of the meeting, the directors must exist not less than 2 in 3 of all the directors.

15. Annual Performance Assessment of the Board

The company has conducted an annual performance review of the Board of Directors which divided into both evaluation of a whole and individual type. This is the assessment of the Board of Directors and the Board of subsidiaries which have the same guidelines and are consistent with model of the self-assessment of the Securities Commission, including the reviewing to keep assessment appropriate from time to time.

The company has an evaluation process of the Directors which the Secretary would send to the Directors to assess and evaluate and returned to the Company. The Company will not disclose the names of the directors for independently assessments. Then, its evaluation is presented to the Board of Directors and its committees to integrate, evaluate, and determine ways to improve the performance of the Director’s.

16. Continuously Knowledge Development of the Board

1. The company encourages and facilitates training and education as part of its Board of Directors, the management, and all employees to improve working performance continuously.
2. For the new directors, the company arranges orientation by related directors will present information such as shareholder structure, organization structure, nature of business and operations, financial data, subsidiaries data, meetings data, the Board of Directors data, and other related data.
3. The Company encourages directors to attend the related training courses or seminars which organized.
4. The Company provides Succession Plan for the key position which is the part of the strategic plan to benefited successors and be guidelines for the development of executives as planned. Including the case that Managing Director or the Director is unable to perform duties so it will be standby person to support in emergency.

17. Internal Control and Audit

The Board of Directors attach importance to internal control; therefore, they have adopted the internal control system that covers management, finances and operation to ensure efficiency, subject to the law and regulations on independence that audit can be conducted because there are checks and balances. The internal control system shall be improved constantly.
The Board of Directors has established an internal audit unit, which monitors the internal control and risk management by defining the internal audit unit which report directly to the Audit Committee on a quarterly basis. The Audit Committee will be responsible for reviewing the Company and have adequate internal control compliance.

18. Investor Relations

Board of Directors give priority on the disclosure of information, both financial and non-financial information that is adequate, transparent, timely and thorough with the Company's disclosure information, news to shareholders, investors and those involved have been informed via the company's website. www.sabina.co.th so shareholders can access information easily and quickly, such as the nature of business financial statements, shareholding structure, organizational structure, annual invitation to AGM, and other necessary information.
In addition, the company has been established the Investor Relations department to provide data and information activities of the company with investors, shareholders, analysts, and the general public which manage via email ir@sabina.co.th or phone call. 0-2422-9400.