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SCI Annual Report 2015

Annual Report

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In <strong>2015</strong>, the Company has held the total of 7 Board meetings, 5 meetings with the Audit and Risk Management<br />

Committee, 2 meetings with the Nomination and Remuneration Committee. Details of the meeting attendance of each<br />

director will be explained as follows:<br />

(5) <strong>Annual</strong> report of the Board of Directors<br />

The Audit and Risk Management Committee shall monitor and revise financial reports by organizing a meeting<br />

between the accounting and finance department and the auditor. Then, the Committee shall propose the report to the<br />

Board of Directors on a quarterly basis in which the Board will be responsible for the Company’s financial statements<br />

including any financial information (report of the Board’s responsibility towards the financial report) recorded in the<br />

annual report. Such financial budget must be prepared based on certified accounting standard and verified by the<br />

Company’s auditor. The Company’s auditor shall select appropriate accounting policy and measure as well as take every<br />

precaution in arranging and disclosing important information with regard to financial budget.<br />

(6) The remuneration<br />

The Company has specified the remuneration for the Audit and Risk Management Committee in a level that can<br />

encourage them to perform their duty with the highest effort. The rate of remuneration will be equivalent with that<br />

provided within the same industry and is comparable with the Company’s business performance. The Company will ask<br />

for the Board’s approval on remuneration in the Board meeting.<br />

The remuneration of the Chairman, CEO and senior executives will be identified based on their responsibility as well<br />

as criteria and policy established by the Board for the utmost benefit of the Company. Furthermore, salary, bonus and<br />

long-term compensation will be specified in compliance with the Company’s and each executive’s performance.<br />

(7) Development plan for the Company’s directors and executives<br />

The Board of Directors has promoted and facilitated training and education program for relevant employee<br />

responsible for good corporate governance policy; for example, the Board of Directors, the Audit and Risk Management<br />

Committee and executives. Such training program can be organized within the Company or the Company can hire a<br />

third party to arrange for such training.<br />

For every appointment of the Board of Directors, the Company Secretary shall provide the newly appointed directors<br />

with useful information and document to perform their duty. Moreover, the Company will organize the meeting to<br />

introduce them with business type and direction.<br />

Specification of an Individual Responsible for Good Corporate Governance<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2015</strong><br />

Topic<br />

Person in charge with the annual revision of good corporate governance<br />

Board meetings and shareholder meetings<br />

Maintenance and prevention of the use of internal information in a written<br />

document<br />

Director and executive responsible for holding security as prescribed by law<br />

The Company Secretary will keep all documents.<br />

Providing information to shareholders, analysts and any related persons<br />

(investor relations)<br />

Monitoring related transactions and transactions in conflict<br />

with the Company’s interests<br />

Monitoring internal control system<br />

Preparing financial report<br />

Preparing annual report<br />

Coordinating with stock market and transmitting data via Elcid system<br />

Person in charge<br />

CEO presenting the policy to the Board of Directors<br />

The Company Secretary<br />

The Company Secretary<br />

Director and executive<br />

The Company Secretary<br />

CEO/ Investor Relations unit<br />

Chief Financial Officer<br />

External auditor<br />

Accounting manager<br />

Accounting manager and the Company Secretary<br />

The Company Secretary<br />

161

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