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INTEGRITY QUALITY SERVICE - Saha-Union Co., Ltd

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46<br />

SAHA-UNION<br />

4. THE RISK MANAGEMENT COMMITTEE comprises:<br />

Name<br />

Position<br />

1. Mr. Thitivat Suebsaeng Chairman of the Risk Management <strong>Co</strong>mmittee<br />

2. Miss Dalad Sapthavichaikul Risk Management <strong>Co</strong>mmittee<br />

3. Mr. Vacharaphong Darakananda Risk Management <strong>Co</strong>mmittee<br />

4. Mrs. Srinual Sombatpraiwan Risk Management <strong>Co</strong>mmittee and Secretary<br />

The <strong>Co</strong>mmittee has the scopes of authority to determine the policies and to monitor the company’s risk management.<br />

The <strong>Co</strong>mmittee has power to appoint sub-committees for any specific risk management task in order to perform the risk<br />

management as appropriate.<br />

Nomination of Directors and Executives<br />

The election of the <strong>Co</strong>mpany’s Directors was considered by the Nomination <strong>Co</strong>mmittee who performed the duty of recruiting<br />

personnel with proper qualifications, knowledge, abilities and experience in business administration as well as devotion of<br />

time to perform their duties for the <strong>Co</strong>mpany; such qualifications shall not be contrary to the regulations of related government<br />

authorities to propose to the shareholders in the Annual Ordinary General Meeting under the agenda of Directors Election<br />

in accordance with Regulations of the <strong>Co</strong>mpany, as follows:<br />

1. One shareholder shall have one vote per one share.<br />

2. In the election of directors, either one or several directors may be elected at one time, according to the number of directors<br />

to be elected in that occasion, as the shareholders’ meeting may deem expedient which uses the election methods in line<br />

with the public laws.<br />

3. Directors shall be elected by the majority votes. In case of equal votes, the chairman of the meeting shall have a casting<br />

vote. The rights of minor shareholders shall be in accordance with the <strong>Co</strong>mpany’s Regulations, which are not specified as<br />

a special case.<br />

In each Annual Ordinary General Meeting, one-third of directors must be released from the office. In case the number of<br />

directors cannot be divided into three portions, the most approximate number to one-third of the directors shall be released<br />

from the office.<br />

Directors to be released from office in the first year and in the second year after the <strong>Co</strong>mpany’s registration shall be selected<br />

by drawing lots; meanwhile, in the following years, directors who have been in office longest will be released from office.<br />

Retiring directors may be reelected.<br />

Apart from the retirement by rotation, a director may be released from the office in cases of:<br />

1. Death<br />

2. Resignation<br />

3. Disqualification<br />

4. The shareholders’ meeting has passed its resolution to release the director from the office with at least three-fourth<br />

of the total shareholders attending the meeting and having the voting rights, and holding at least one half of the total<br />

shares held by shareholders attending the meeting and having the voting rights;<br />

5. <strong>Co</strong>urt order<br />

In 2011, there was a change in the Board of Directors. All directors in position have passed the process of nomination<br />

from the Nomination and Renumeration <strong>Co</strong>mmittee, and gained the agreeing resolution from the 2011’s Annual Ordinary<br />

General Meeting of shareholders under the agenda of Directors Election.

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