Shareholders have the right and choice to determine direction for business operation to the extent permitted by law. Moreover, the Company intends to bring about positive benefits to shareholders as a priority based on the equal treatment principles.

1. The Company arranges channels for minor shareholders to proposing list of directors before the annual general meeting in accordance with the criteria and procedures determined by the Company.
2. Directors and senior executives must report the Board throgh the Board Secretary for their share trading at least 1 days before the trading. The said transaction shall be added in the agenda for the Board's meeting.
3. Shareholders can propose the agenda for shareholders' meeting with procedures and protocols as follows:
   1. 3.1 One or more shareholders holding shares and right to vote of no less than 5% of total shares with voting right as of the date closing register book, to count list of those entitled to attend the meeting.
   2. 3.2 The shareholders mentioned in the first paragraph for no less than 12 months from the date of holding shares until the date proposing agenda for general meeting of shareholders.
   3. 3.3 Be able to present the shareholding evidence and duration as prescribed above, for example, a copy of share register, certificate of shareholding from securities company or other evidence issued by the Stock Exchange of Thailand or the Thailand Securities Depository Co., Ltd. (TSD).
   Rejection for meeting agenda
   • 1) The person proposing is not qualified as specified in the shareholders' criteria or the evidence or information presented is insufficient or the submission of forms and document is not within specified period of time.
   • 2) Shareholders propose an agenda related to normal business operation of the Company and the referred statement does not contain a reasonable case concerning the irregularity of such matter.
   • 3) Shareholders propose a matter out of scope of the corporate authority to proceed for achievement.
   • 4) Shareholders propose the matter which has been proposed to the shareholders' meeting for consideration within the past 12 months. If, there is not shareholders' meeting arranged within the past 12 months, the latest shareholders' meeting shall be referred, and the matter received below 10% of the votes from total shares with voting right except the statement in the new proposal is significantly changed from the proposal in the previous shareholders' meeting.
   • 5) Shareholders proposes the matter which is against the law, notification, regulations, rules of the official or regulating agent, or the matter is non-compliance to the objectives, articles of association, resolution of the shareholders' meeting and the good corporate governance.
   • 6) Shareholders propose the matter of which the Company has already proceeded.
   • 7) Any other cases as determined by the Securities and Exchange Commission of Thailand.

   Delivery of documents: The topics proposed for meeting agenda by the shareholder must be in a written form to the Company Secretary via postal mail, addressing to the Company's headquarter or via an email.

   Consideration Procedures: The Company Secretary will consider qualifications of shareholders and accuracy of the agenda at first. Then the matter is proposed in the Board's meeting for further consideration. The Board's decision is deemed final. However, in case there is an error during initial consideration, the Company Secretary will notify shareholders for acknowledgement and re-submission. If the proposal is rejected by the Board, the shareholder will be informed accordingly.

4. The Business Code of Conduct is established for compliance of directors, executives and employees regarding the treatment to shareholders as follows:
   • (1) All shareholders are treated equally. Shareholders' advice are well received for further action to bring about best interest.
   • (2) Directors, executives and exmployees perform duties with responsibility, caution and honesty for highest benefits of the Company. They are refrained to commit any act that may have a conflict of interest with the Company.
   • (3) The Company's information is disclosed correctly, completely, with transparency to ensure shareholders and related parties receive all information equally.
   • (4) Directors, executives and employees are refrained from exploiting benefits for themselves and related parties by using interal information which has not been disclosed to the public or the Company's confidential including any information which may bring damages to the Company.
   • (5) Directors must administrate work by adhering to morality and ethics, including promote the morality in all levels, including supervising and manage the conflict of interest which may occur within the Company.

1. The Corporate Social Responsibility Report or the Sustainability Report is prepared and included an a part of the Annual Report.
2. Treatment to Stakeholders

   The Company places importance to all stakeholders, both within and out of the organization. Further details are as follows:

   1. 2.1 The Business Code of Conduct is established for compliance of directors, executives and employees regarding the treatment to shareholders.
   2. 2.2 In addition to the Business Code of Conduct, the Company has established the policy and disclosed neccessary information as follows:

Safety and Hygeine at Work

The Company provides regular and effective support on employees' health, including sufficient medical care, annual health check. Furthermore, safety and occupational health is the basic responsibility, therefore, the Company has established a policy to facilitate and build confidence among employees including related parties to ensure their safety during work, and to meet legal requirement.

The Company has provided working environment to ensure employees' good hygiene and safety in each working facilities. Accident statistic, absence or injury statistic are disclosed for their acknowledgement as well.

Employees

Human resource is a an important factor that drives our organization toward business excellency. For this reason, the Company has adhered to the following practices regarding employees.

1. Every employee receives equal treatment, with justices and respect to human right. None of the Company's rules or conditions discriminates the genders, ages, races and religions.
2. Recruitment within the Company is proceeded with fairness, consideration on qualifications required for each position, education, experience and other neccessary requirement. More importantly, our recruitment policy does not discriminate the disabled. All neccessary facilities will be provided for the person with disabilities after the employment.
3. Compensation and welfares are provided with transparency and justice, taking into consideration the appropriateness and condition of work, work performance and the Company's ability to support the compensation. Furthermore, the Company has provided employee provident fund for long-term care.
4. Regularly, the Company arranges projects that improve emloyees' skill to leverage their performance the personal ability for career growth. The information acquired is brough forwarded for constant change to keep up to date. Average number of hours for training courses arranged are recorded and disclosed to employees for their acknowledgement.
5. The employee receives regular assessment with transparent and reliable tools.
6. There are a channel in which the employee can give a suggestion or make a complaint in the matter related to work. The suggestions will be considered with solution that will bring about benefits to all parties and to build up a good relation at work.

Human Rights

Directors, executives and all employees must respect the international human rights as follows:

1. Encourage employees to exercise their civil rights pertaining under constitutional and legal extend.
2. Employee's confidentiality No personal data of our employee is disclosed or transferred to the public without their consent, unless as stipulated by the articles of association or the law.
3. The Company does not support any activities which violates human right and corruption.
4. Our employees are prohibited to commit any act that violate or threatening whether verbally or bullying the other for their races, genders, religions, ages, physical or mental impair. The violation of such prohibition is subject to a penalty.

Customers

1. The houses and condiminium including services from the Company meet standard. Moreover, the Company always improve quality based on the study and impact assessment for potential outcome.
2. The Company has arranged communication channels to build relationship and to receive complaints from customers for prudent improvement. These communication channels can be reached at ease. Our After Sale Service is ready to assist customers after their moving in. The After Sales Service consists of 2 parts 1) Customer Care and 2) Fix It to provide service repair for residents with an adherance to 4 standard which are Time Control, Standard& Quality, Clean & Security and Caring.
3. We always assure that the customer will receive accurate and adequate information related to corporate products and services. The Company considers protection for customers as a consumer, especially the matte concerning safety and prevention against risk which may occurr to customers. Moreover, contracts and agreement made between the Company and customers must be transparent, with correct understanding among both parties. Customers have sufficient time for study and require further information.
4. Customers' personal right and data will be protected. Their information must not be used witout consent.

Competitors

The Company follows the good competition rules and refrain from any dishonest method to destroy competitor. Followings are our practices:

1. The Company conducts business by followings trade competition rules, adhering to integrity and fairness, applying the alliance trade competition which aims to support each other to the extent that does not cause damages to business and relationship.
2. The Company refrains from seeking for trade secret from competitor or commit any act that intended to acquire competitor's information with any dishonest, illegal or unethical method.
3. The Company refrains from any acts that may cause an unfair competition or monopoly.
4. The Company refrains from any act that may damage competitor's reputation.

Suppliers

1. Our policy and practices for supplier selection are precise and fair.
2. The Company has a policy to purchase products and services from suppliers in a fair manner, following normal trade condition and equality concept for internal suppliers and other suppliers. We allow business opportunity without causing any disadvantages to minor suppliers.
3. On the other hand, good supplier will have a positive impacts on products and consumers. For this reason, the Company has in place, supplier selection process that can manufacture or provide the products and services that meet standard, based on justice and refraining from bribery.
4. The Company should launch a campaign to create shared value as well as to initiate the anti-bribery, recognition on the importance of free competition, anti-monopoly and dumping.
5. The Company must support partners to develop along, provide a systematic procedures which is transparent, convenient, fast and cost saving. This operation must be assessed and improved on regular basis.
6. The Company should develop supplier cooperation in the way that brings highest benefit to them, and initiate the recognition on social responsibility.

Creditors

1. The Company must comply with the covenant made with creditors strictly, and refrain from concealing true financial status.
2. Creditors will be notified upon any of the Company's proceeds. Furthermore, they has the right to oppose as permitted by law. The Company should apply as a measure to protect rights of creditors.
3. The Company supports regular activities to maintain relation with creditors.
4. The Company is willing to comply with the agreement made with all creditors equally and fairly, based on fair compensation for both parties.
5. Refrain from claiming, accepting and giving any dishonest trading benefits.
6. For loan, the Company will not spend the loan in the way that is against any objectives in the agreement/conditions of the loan.
7. The Company has in place policy and practices regarding guarantee conditions, capital management to ensure justice for creditors in the event of default of payment.

No Violation on Intellectual Property

The Company's operation is based on intellectual property. When using information or work of the third party, there are prudent procedures to ensure no violation on intellectual property. Moreover, the work from our employees' performance is considered as the Company's intellectual property. Therefore, when they are relieved from employment, all intellectual property must be returned to the Company.

Anti-Corruption and Whistleblowing within the Company

Realizing that corruption poses negative impact on the Company's reputation, competitiveness, the Company may not be accepted in Thailand or abroad. Confidence among shareholders, investors and all stakeholders may reduce. For this reason, the Company adheres to business operation with honesty, transparency, fairness and equal treatment to all parties, and eventually, joins " the Thai Private Sector Collective Action Against Corruption (CAC)" to reflect our intention and endeavor against corruption in all forms. Moreover, the Company has determined the "Anti-Corruption Policy" in a a written form to show our steadfastness in anti-corruption and to determine scope of operation for our directors, executives and employees of the Company and subsidiairies.

In addition, employees of all levels are allowed to give any information which is benefit to the organization, especially, the information of an act that may cause damages to the entire organization. The Company has announced the internal whistleblowing policy in which the reporting channels are available for our employees and the third party to notify about the information or claim on illegal act, misconduct of ethics or any behavior that imply the corruption or bad behavior. There are whistleblower protection measure established in place with the policy to keep information confidential.

Society

The Company has a policy to participate in society development as follows:

1. Arrange or take part in an activity that help or promote people's well being.
2. Promote the development of community environment and the area surrounding the project.
3. Launch marketing and advertisement in the way that may cause negative attitude, social division or inappropriate values.

Environment and Resources

With awareness on environmental impact, compliance with laws and regulations concerning environment, the Company should set the guidelines as follows:

1. Provide practice guideline for operation and environmental friendly value chain and effective use of resources.
2. Assess an outcome from regular compliance with the practices. Study and analyze the result for further improvement.
3. Support employees for their awareness and responsbility to environment through training and activities as considered appropriate to education and raise their recognition regularly and effectively.

Transparency and provision of explicit information are essential qualification of the public company. Moreover, it is the core of compliance with the good corporate governance. AP Thailand places importance on disclosure of important corporate information both financial and non-financial, accurately, adequately, in timely manner and with transparency through the easy-to-access channel, giving users the attitude of being equal and trustworthy, under the guidelines below.

1. Principles of information disclosure
   1. 1.1 The Company shall disclose the information in accordance with criteria of the Stock Exchange of Thailand and the Securities and Exchange of Commission including relevant law strictly. The information disclosed to shareholders and the public must be equal.
   2. 1.2 Any significant business, financial or other benefits received by directors and executives must be reported to the Chairman of the Board for acknowledgement.
   3. 1.3 The information disclosed to the public must be reviewed and considered by the Board of Directors and/or Managing Directors, Chief Executive Officer, Executives and the Company Secretary.
   4. 1.4 Until the certain information will be disclosed the public, the Company must not disclose any significant information which may affect benefit of shareholders to employees, person or a group of other person whom may be seeking for benefit from such information.
   5. 1.5 It is maybe neccessary that the Company abstain from disclosing certain information which may affect business operation, for example, the information related to business negotiation. However, the said abstain shall not be in the contrary to the disclosure principles of the Stock Exchange of Thailand and Securities and Exchange Commission of Thailand.
2. Guidelines for information disclosure
   1. 2.1 The Company has in place a mechanism to assure that the information disclosed to investors is accurate, mnot misleading and adequate for investors' decision.
   2. 2.2 The good corporate governance policy, code of conduct, anti-corruption policy, risk management policy and other policies are disclosed on the Company website.
   3. 2.3 The Company prepares the Board of Directors' Responsibility Report on the financial report together with the Auditor's Report attached in the Annual Report.
   4. 2.4 The Management Discussion and Analysis or MD&A is added to every quarterly financial statement for investors's acknowledgement and understanding on the changes occurred to financial status and operation result of the Company in each quarter in addition to the figures stated in financial report.
   5. 2.5 The auditor's fee and other services fee provided by the auditor is also disclosed.
   6. 2.6 Roles and duties of the Board and sub-committee, number of director's attendance to the meeting in the previous year and opinions on their performance, including trainings and professional development for directors are also disclosed in the Annual Report.
   7. 2.7 The Company discloses renumeration policy for directors and secior executives which reflects their duties and responsbility, including formats or nature of the renumeration. The figures shown include the compensation each director receives from holding directorship in a subsidiaries as well.
3. Person responsible for disclosing information

   The Board of Directors will propose a list of persons or agents to the Managing Directors or Chief Executive Officers for assigning task of disclosing corporate information. Relevant agent include Investor Relations and Company Secretary.

   The Investor Relations duties are to communicate and provide information and ensure understanding about the Company and operation to investors, shareholders, analysts and agencies. Contact channels must be established for ease of access by the third party, for instance, the Company website.

4. Directors' interest reporting policy

   Pursuant to Securities and Exchange Act B.E. 2535, the directors and executives must prepare the interest report for themselves and related parties to Chairman of the Board within 7 days from the ending date and every change made. The Company Secretary is responsible for keeping these documents.

5. Related Transaction Policy

   Related transactions are considered with transparency and fairness, yielding highest benefits to the Company and shareholders. The approval for each transaction is from the Audit Committee, Board of Directors and/or shareholders as per notification of the SEC and SET, regarding related transactions and the acquisition and disposal of assets in which the executive or shareholding holding interest shall have no part in the approval process.

6. Insider Prevention and Report of Securities Holding

   The Company has determined "Insider Guideline and Securities Holding Report" approved by the Board of Directors on 14 August 2013. Details are as follows:

   1. 6.1 Share knowledge to executives from various department related to the duty to report one's securities holding and penalty pursuant to the Securities and Exchange Act B.E. 2535 and according to the requirement of the Stock Exchange of Thailand.
   2. 6.2 Executives must report securities change to the Securities and Exchange Office pursuant to Section 59 of the Securities and Exchange B.E. 2535 and send a copy of such report to the Company on the same date of sending report to the Securities and Exchange Commission Office.
   3. 6.3 Any related transactions of the directors and executives must be audited by the Company's independent director to ensure the corporate benefit or to prevent against lost of the corporate benefits.
   4. 6.4 The Board of Directors should establish stringent criteria and penalty regarding insider especially using corporate information before being audited by the Certified Public Accountant and the matter must be approved by the meeting of the Audit Committee or before any disclosure to the public domain.
   5. 6.5 For reporting of securities holding, directors and executives must prepare and report the trading of company securities within 3 working days after the changes to the Securities and Exchange Commission. Accordingly, the Company Secretary will collect the report of changes of securities holding and add to the meeting agenda of the Board's meeting.
   6. 6.6 In addition, the Board has determined a certain period prohibiting directors and executives including a person taking major part in preparing financial statement after the company securities trading before disclosure of the financial statement to the public and after disclosing. Such prohibition period is to enable shareholders and the public to study financial statement and create equality in making decisions. Moreover, directors and executives, personnel from Investor Relations and Public Relations of the Company Group are prohibited to disclose internal information to other person, shareholders, general public, investors, securities analysts and public media during 7 days prior the disclosure of such information by the Company to the Stock Exchange of Thailand and/or to the public. They are also must abstain from meeting people to provide information, to arrange a meeting or answer any questions related to internal information with the said people.
   7. 6.7 Any violation of the insider regulations is subject to the disciplanry penalty, case by case as follows.
   • 1) First offense; A warning letter
   • 2) Second offense; Wage deduction / suspension of work
   • 3) Third offense; Termination of employment without compensation
7. Financial Report Preparation Policy'

   The financial report must be accurate, complete, transparent, reliable and in accordance with the accounting standard generally accepted in Thailand, relevant laws and notifications. The Board of Directors will assign the Audit Committee to supervise the preparation of financial report to ensure proper application of accounting policy, auditing duty and adequacy of financial report.

8. Related transaction policy

   The Company and/or subsidiaries must disclose the related transaction with the person or juristic person, adhering to information disclosure as stipulated by law and requirement of the Securities and Exchange Commission of Thailand strictly. In addition, the Audit Committee must review the related transactions of the Company to ensure the justice, transparency and being in the direction that the generates utmost benefits to the Company.

9. Preparation of acquisition or disposal of assets

   When the Company and/or subsidiaries acquire or dispose of assets where the transaction is significant, the Company must proceed with adherance to the disclosure principles as stipulated by law and requirement of the Securities and Exchange of Thailand strictly.

1. Policies and practices for directorship in another entity

   Directorship policy is determined by the Board of Directors. The director may take a directorship in no more than 5 companies of the group. However, the said business operation must not be in the contrary with the Company's business benefit (definition of "the Company Group" is the group of companies in which the same group of shareholders holding the same shares directly and indirectly over 50%)

   Taking directorship in other company by Chief Executive Officer and Managing Director must be approved by the Board of Directors.

2. Director Nomination

   Qualifications of directors

   The Board of Directors will consider qualifications of directors from qualifications, expertise and experience being benefits to the Company's operation, under the following principles.

   1. 2.1 Legal requirements, notifications of the Stock Exchange of Thailand and SEC Requirement of the director's qualifications.
   2. 2.2 Director's qualifications as prescribed in the Code of Conduct for Directors
   3. 2.3 Educational background and work experience that is beneficial to the Company.
   4. 2.4 Trainings related to duties of directors, the Company business, good corporate governance and policy of high level.
   5. 2.5 The determination to safegaurd shareholders' benefits equally.
   6. 2.6 Devotion of time and ability to develop the Company's business.

   Nomination procedures for directors

   The Nomination and Remuneration Committee will consider the person with suitable qualifications with the direction set forth which must be consistent to business operation strategy. The nominated person is proposed to the Board of Directors for approval and present to the shareholders' meeting. The Nomination and Remuneration Committee has applied to Director Pool for seeking a new director.

   Selection/Appointment of Directors

   Selection of a new director in the shareholders' meeting is subject to the following criteria and procedures.

   1. The right to vote is equal to the number of share hold
   2. Each shareholder will use existing voting right to appoint a person or more to be a director. In case of multiple persons appointed, the votes cannot be divided.
   3. The person receiving second highest votes will be elected a director to meet the number of director required or to be elected. In case there are more than one persons receiving second highest votes, exceeding required number of director to be elected, the Chairman shall cast a final vote.
   4. A vacancy in the Board of Directors by reasons other than term completion will be filled at the next Board meeting by a qualified person selected by the Board who must not also be subjected to any restriction by law unless the remaining term of that director is less than two months. The replacing director will remain in his/her post only for the remaining term of the directors/he replaces.
3. The policy on giving information and training to the new director

   The Company supports all directors to attend the courses related to their position at least 1 course per year, with an aim to enhance their understanding in the role and mission including the good corporate governance. The directors attend the courses established by the Thai Institute of Directors or relevant agencies while the Company sponsors the costs. The directors are also visit different projects of the Company. Moreover, the Company will provide every new personnel with the important information about the Company, director manual, director's code of conduct.

4. The policy to prevent a conflict of interest

   The Company has implemented a principle that prevent the conflict of personal and corporate interest as follows:

   1. 4.1 Directors or executive or exmployees to undertake the directorship or advisor of the Company, organisation or business association having the same business as the Company must notify the Board of Directors
   2. 4.2 Directors must notify the Board of Directors through Chairman of the Board about the cause of conflict of interest immediately and refrain from attending the discussion, giving opinions or vote in the agenda where she/she related or to express any intention to participate in making a decision over such matter.
   3. 4.3 To ensure the transparent and accountable operation, list of major shareholders, related transactions are disclosed to the public. Directors and executives must report the changes in their securities holding to related agencies as stipulated by law. The minutes of the meeting should be stored accurately, properly for retro investigation purpose.
   4. 4.4 In case of a merger, acquisition or taking over, the Board of Directors will appoint independent agency to investigate the fair value of operational cost and the transparency of procedures thereof.
   5. 4.5 Employees, including their family members must notify the Managing Directors or executive of the Human Resource Department in a written form when taking part or becoming a shareholders in any busines that may involve interest or that cause a conflict of interest to the Company.
5. Meeting of the Board

   Meeting schedule

   The Board of Directors' meeting is arranged on a monthly basis. A special meeting can be arranged as deemed neccessary. In addition, while there is no meeting, the directors may assign the sub-committee to consider or approve the operation within the scope approved. The Secretary of the Board or Company Secretary should arrange a meeting schedule of the entire year and notify in advance in order that the directors can manage their attendance in every meeting session which considered as safegaurding the Company's benefits.

   In case when the Independent Directors agrees for Independent Director's meeting under special circumstance to consider an important matters, they may arrange a meeting. The Company Secretary should then arrange a meeting without delay.

   Meeting Agenda

   The Company Secretary is the central unit responsible for collecting meeting agenda, preparing documents and shares to the Board including related person. Unexpected agenda should be minimize to allow the Board consideration to cover the entire agenda in advance. The Company Secretary should notify the Board of Directors clearly that the agenda is proposed for acknowledgement or for approval.

   Meeting Documents

   The Company Secretary will arrange an invitation letter and meeting agenda via email in addition to the hard copy, and forward to the Board in advance at least 7 days. Any special agenda must be sent for no less thsn 14 days in advance for prudent consideration by the directors.

   Meeting procedures

   1. Each meeting will have a quorum as specified in the articles of association.
   2. The Board of Directors must receive adequate information for consideration in advance, to prudently analyze the matters and to effectively perform their duties.
   3. The directors are encouraged to shares their opinions on various matters.
   4. There must be a consideration whether the director having interest will abstain from discussion or casting a vote in certain agenda, or may not attend the said agenda or not taking related meeting agenda or to resign from the directoship.
   5. Every director has the right to review the supporting document for the meeting and other important documents. The Management will clarify all questions related without delay and as much as possible.
   6. Voting for a resolution in the meeting is subject to the law, which means a majority vote. One director shall have one vote. Minimum quorum of the Board of Directors in each agenda must have at least two third of total directors of the Company.
   7. When a director disagrees with the meeting resolution, he may ask the Board Secretary of Company Secretary to record the opposition in the minutes of the meeting or submit an opposition letter to Chairman of the Board within 3 days from the date the meeting is ended.
   8. The Company Secretary will prepare the minutes of the Board's meeting which contain content and resolution of the meeting, directors' opinions and send the copy to the directors for review of accuracy and adequacy within 7 working days. The correct minutes of the meeting must be prepared within 14 days as stipulated by law.
6. Self Evaluation of Directors

   The Board of Directors has arranged self-assessment of the Board of Directors on a regular basis. The assessment is divided as follows:

   1. 6.1 Self-Evaluation
   2. 6.2 Board Evaluation: The evaluation form is prepared by the Stock Exchange of Thailand. The Company may adjust or improve to suit with the Company context and may review the suitability by the Nomination and Remuneration Committee.
   3. 6.3 Sub-Committee Evaluation
   4. 6.4 Evaluation of CEO performance in various aspects is conducted by the Board of Directors, including leadership, strategies determination, compliance with the strategy, planning and financial outcome, relations with the Board of Directors, relation with the third party, administration and relation with the successer, knowledge about products and services, personal qualifications. The improvement should be made based on an example of CEO evaluation for prepared by the Stock Exchange of Thailand.

   The evaluation is intended to help individual director and the rntie board to review issues and obstacles occurred in the past year. It is also a tool for investigating and analyzing to reflect whether the Board performance is effective and completed in accordance with the duties assigned.

7. Appointment of senior executives and successor plan

   Chief Executive Officer and Managing Director are authorized to nominate a person with suitable knowledge, skills and experience for executive position, to determine criteria and successor plan, especially, the organization leader which is Chief Executive Officer and Managing Directors in the Company and subsidiaries. The purpose is to maintain confidence among investors, organizations as well as employees to ensure that the Company's operation will be continued in a timely manner. The Company has in place the promptness on personnel, development direction, individual personnel development plan in order to set the succession plan for the senior executive position.

8. Dividing duties and responsibilities between the Board of Directors and the Management

   The Board of Directors must determine corporate governance policy to be clearly seperated from regular executive policy. Chairman of the Board must express his leadership and control of the Board's meeting to ensure effectiveness and efficiency, by encouraging participation of everyone, assist, advise, monitor and support business operation of the Management through CEO and Managing Directors. However, they are refrain from crossing line to regular work or daily task under responsibility of the Management. It is the Company's policy to divide duties and responability of the Chief Executive Officer amd Managing Directors. They must possess msuitable knowledge, skill, experience and qualifications, and must not be the same person to balance the power by dividing power and responsbility.

9. Authority of Chairman of the Board

   Chairman of the Board is an independent director and a non-executive director. The person holding position must not be the same person as Chairman of the Executive Committee, Chief Executive Officer, or hold position in a sub-committee. Chairman of the Board is independent from the Management.

10. Authority of the Board of Directors and sub-committee

    The Company prepares charter of the Board of Directors and sub-committee to explicitly demonstrate their power, duties and responsibility in precise