DIVISION 2
DUTY AND RESPONSIBILITY OF DIRECTOR AND EXECUTIVE

SECTION 89/7. In conducting the business of the company, a director and an executive shall perform his duty with responsibility, due care and loyalty, and shall comply with all laws, the objectives, the articles of association of the company, the resolutions of the board of directors and the resolutions of the shareholders’ meeting.

SECTION 89/8. In performing duty with responsibility and due care, a director and an executive shall act in the similar manner as an ordinary person undertaking the like business under the similar circumstance.

Any matter proven by the director or executive that, at the time of considering such matter, his decision has met the following requirements shall be deemed that the said director or executive has performed his duty with responsibility and due care under the first paragraph:

(1) decision has been made with honest belief and reasonable ground that it is for the best interest of the company;
(2) decision has been made in reliance of information honestly believed to be sufficient; and
(3) decision has been made without his interest, whether directly or indirectly, in such matter.

SECTION 89/9. In considering whether each director or executive has performed his duty with responsibility and due care, the following factors shall be taken into account :
(1) position in the company held by such person at that time;
(2) scope of responsibility in the position of such person in accordance with the laws or as assigned by the board of directors and;
(3) qualification, knowledge, capability, and experience including purposes of appointment.
SECTION 89/10. In performing duty with loyalty, a director and an executive shall :
(1) act in good faith for the best interest of the company;
(2) act with proper purpose and;
(3) not act in significant conflicts with the interest of the company.

SECTION 89/11. Any of the following acts which provides a director, an executive or a related person any financial benefits other than those that should be ordinarily obtained or causes damages to the company shall be presumed significant conflict with the interest of the company:
(1) entering into transaction between the company or the subsidiary and the director or related person which does not comply with Section 89/12 or Section 89/13;
(2) use of learned information other than that already disclosed to the public or;
(3) use of asset or business opportunity of the company in contravention of the rules or general practice as specified in the notification of the Capital Market Supervisory Board.

SECTION 89/12. A director, an executive or a related person may enter into any transaction with the company or subsidiary only after obtaining approval from the shareholders’ meeting unless such transaction is categorized as any of the following manners :
(1) a transaction with the same commercial terms as those an ordinary person would agree with any unrelated counterparty under similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person, as the case may be, provided further that the said commercial terms have been approved by the board of directors or in compliance with the principle approved by the board of directors;
(2) a loan in accordance with the regulations on the welfare for staff members and employees;
(3) a transaction in which the counterparty to the company or both parties are;
(a) a subsidiary or subsidiaries whose shares are held by the company in the amount not less than ninety percent of its total number of shares sold; or
(b) a subsidiary or subsidiaries whose shares are held by a director, an executive or a related person or in which such person has interest, whether directly or indirectly, not more than the amount, rate or characteristic as
specified in the notification of the Capital Market Supervisory Board;
(4) a transaction in a particular category or with value not more than the amount or rate as specified in the notification of the Capital Market Supervisory Board.

In specifying the notification under (3) (b) or (4), the Capital Market Supervisory Board may prescribe that the specified transaction shall be approved by the board of directors The provision of Section 87 of the Public Limited Companies Act B.E.2535 shall not apply to the transaction between the director and the company or the subsidiary.

SECTION 89/13. Where circumstances render it reasonable, by considering the significant results of the transaction to the company or the relationship between such transaction and the ordinary business of the company, the Capital Market Supervisory Board shall be empowered to specify the rules governing the following matters applicable
to the transaction between the company or the subsidiary and a director, an executive or a related person:
(1) disclosure of information in relation to entering into such transaction to general investors, or in a notice calling a meeting of the board of directors or a shareholders’ meeting;
(2) number of votes at the shareholders’ meeting in the resolution which approves entering into such transaction;
(3) rules governing the shareholders’ meetings including arrangement of voting cards of shareholders, arrangement of an inspector for the shareholders’ meeting or consideration of special interest of a shareholder who shall not be entitled to vote.

SECTION 89/14. A director and an executive shall file with the company a report on his interest or a related person’s interest in relation to management of the company or the subsidiary in accordance with the rules, conditions and procedures specified in the notification of the Capital Market Supervisory Board.

SECTION 89/15. The board of directors shall appoint a company secretary responsible for the following matters on behalf of the company or the board of directors:
(1) preparing and keeping the following documents:
(a) a register of directors;
(b) a notice calling a director meeting, minute of the meeting of the board of directors and an annual report of the company;
(c) a notice calling a shareholder meeting and minutes of the shareholders’ meeting;

(2) keeping a report on interest filed by a director or an executive;

(3) performing any other acts as specified in the notification of the Capital Market Supervisory Board.

In cases where the company secretary vacates his position or is incapable of performing his duty, the board of directors shall appoint a new company secretary within ninety days from the date on which the company secretary has vacated his position or has been incapable of performing his duty; in this regard, the board of directors shall be empowered to assign any director to perform the duty as a substitute during such period.

The Chairman of the board of directors shall notify the SEC Office of the name of the company secretary within fourteen days from the date on which a person in charge of such position has been appointed and shall notify the SEC Office of the place where the documents under (1) and (2) of the first paragraph are kept.

SECTION 89/16. A company secretary shall submit a copy of report on interest under Section 89/14 to the Chairman of the board of directors and the Chairman of the audit committee within seven business days from the date on which the company has received such report.

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