Buriram Sugar Public Co., Ltd. overseeing and managing the affairs of the company including monitoring of its compliance with the measures and mechanisms that can be defined as a unit of the company itself and according to company policy, Buriram Sugar Public Co., Ltd.. for maintaining interest of investments and for the maximum benefit to the Company in the overall Buriram Sugar Public Co., Ltd. has a mechanism to oversee the implementation of the company the as follows:

1. The company will appoint or nominate candidates as directors or manager of subsidiaries and / or associated companies, at least in proportion of their shareholding in subsidiaries and associated companies. The directors and executives nominated by the Company or appointed by judgment in assessing vote of the meeting of the Board Directors of subsidiaries and / or its associate in relation to the general management and the normal business of the subsidiary and / or joint promotion as the directors and management of the subsidiaries and / or associates have been agreed for the benefit of directors or management accordingly roles and responsibilities must be qualified.

2. In following case, there need to be approved by the Board of Directors of the Company or the shareholders meeting of the major company (Considered by case) before approval by the Board of Directors or the shareholders meeting of the Company (Considered by case).

• (1) If there is case needs of approval by the Board of Directors of the Company or the shareholders meeting of the major company (Considered by case) before the company transactions the
  • (A) The Company Annual Dividend Payment and the Interim Dividend (if any).
  • (B) The Company Articles of Association Amendments
  • (C) The Company Annual Budget Approval

    The items (D) to the (L) is considered significant items if the company transact, it will have a significant impact on the financial position and results of operations of the Company by the rules prescribed by the relevant notifications of the Capital Market Commission and the Notification of the Stock Exchange of Thailand. The acquisition or disposition of assets and / or the transaction (Considered by case) shall be compliant for a case that when calculating the size of the list of transactions compared to the size of the company in accordance with the above. The criteria to be considered for approval by the Board of Directors of the Company. The list is as follows.

  • (D) If the Company entered into a transaction or related to the acquisition or disposition of assets.
  • (E) Transfer or relinquish benefits including a waiver claim on the damage of the company.
  • (F) The sale or transfer of all or a substantial part to any other person.
  • (G) The purchase or business transfer of another company by the company.
  • (H) The business operation, amendment or termination of contracts relating to the leasing business of the Company or a substantial part, assignment for other person with business management of the company or enterprise integration with another party.
  • (I) Renting or leasing all or part of the business or assets of the company's significant.
  • (J) Loans, Lending, Crediting and credit guaranteeing for transactions binding the Company to increase the financial burden or providing financial help to another person in any other way, is not the Company's normal business of the company.
  • (K) Going out of Business
  • (L) Any other matters that are not normal business. The list will affect the company significantly.
• (2) Subject need approval by the shareholders meeting of the parent company before the company operate the transaction however, it has to follow the rules defined by the relevant notifications of the Capital Market Supervisory Board and the Board of the Stock Exchange of Thailand. This must be the case that when calculating the size of the list of transactions compared to the size of the company in accordance with those already mentioned must be approved by a shareholders meeting of the major company as well.
  • (A) If the Company entered into a connected transaction or related to the acquisition or disposition of major company assets.
  • (B) The capital increase by issuance of new shares and the allocation of shares of the company including the reduction capital of the Company which is not in proportion of the existing shareholdings of the shareholders, which will result in the proportion of voting rights of the Company. The direct and / or indirect, in the meeting of the shareholders of the company, whether in any descend fell more than 10 percent of the total votes of companies or as a result, the proportion of voting rights of the Company both directly and / or indirectly to the shareholders meeting of the Company that are not in any descend reduced to less than 50 percent of the total number of major companies.
  • (C) Any other action which is a result of the proportion of the voting rights of the Company both direct and / or indirect of the shareholders meeting of the Company that are not in any descend decreased more than 10 percent of the total votes of major companies or as a result of the proportion of voting rights of the major Company direct and / or indirect in the shareholders meeting of the company, whether in any descend reduced to less than 50 percent of the total votes of companies in a transaction besides the normal business transactions of the company.
  • (D) Going out of Business of the Major Company
  • (E) Any other transaction that are not normal business of the major Company and which affects the company significantly.
  • (F) The amendment of the regulations of the company could impact significantly on the financial position and results of operations of Company. This includes, but is not only, amendments of company regulations that affect the rights of the company to nominate or to appoint a director or executives of the company proportionally to their shareholding in company. The vote of the directors who are nominated or appointed by the Company, the Board of Directors of major Company. Voting at the meeting of major company's major shareholder and / or payment of dividends on the Company.

3. Board, Executive Director and Administrators of the subsidiaries are responsible for the following:

• (A) Disclosure the financial and operating results of the connected transaction of the company as well as the acquisition or disposition of assets and / or items of significance to the company with the correct and complete information within a reasonable time determined by the Company. Incidentally, the Board of Company Directors are to consider the enter into a connected transaction, the acquisition or disposition of a significant asset of the company by the rules prescribed by the relevant notifications of the Capital Market Supervisory Board and the Board of the Stock Exchange of Thailand to apply mutatis mutandis.
• (B) And disclose their interests and personal information that is relevant to the Board of Directors of the Company to understand the relationships and transactions with the company or its parent company that may cause conflict of interest and avoid transactions that may cause conflict of interest with the company or its parent company. The Board of Directors is responsible for informing the Board of Directors of the Company informed by setting the time limit for the judge to consider or approve any considerations that take into consideration the overall interests of the company.

  However the directors of the company must not participate in the self-interest or a conflict of interests, both directly and indirectly as well.

  Incidentally, any Director, Executives or person who is related with the company get the benefit financially other than they normally would or cause the Company or its parent company the damaged will be presumed that the action is inconsistent with the interests of the company significantly.

  • (A) The transaction between the Company and the Board of Directors, executives or individuals who are not related by the rules of the transaction.
  • (B) The use of information of the company unless the information is already publicly available.
  • (C) The use of the property or the business opportunity of the Company in the same way that big companies do and violation of rules or a general practice, according to the Capital Market Commission's Notification.
  • (D) Report the business plan, business growth, large investment projects as approved by the company as well as investment joint with other operators to the company through the monthly reporting and to clarify the operating results and / or submission of supporting documents in the case when the company requested.
  • (E) Clarify the operating results and / or submission of supporting documents in the case when the company requested.
  • (F) Clarify and / or transmit of data or documents related to the company if the company detects any significant issues.
  • (G) Responsible for the company's internal control system, risk management system and anti-fraud system appropriately, effectively and strong enough to ensure that the operation of the company will adhere to the policy of the company, Laws and regulations in announcement of the corporate governance of listed companies by Capital Market Commission, the Securities and Exchange Commission and the Stock Exchange of Thailand including of work arrangement which clearly show that the company has sufficient disclosure information to public in accordance with significantly procedure the continuous and reliable transaction. There must be a channel for Directors and Executives of major company to get the information of the Company to monitor the operating results and financial position. The transaction between the Company's directors, Executive Director and company Executives and significant corporate transactions efficiently in addition to providing a mechanism to monitor the system in such a major company. The team of internal auditors and independent directors of major company can access information directly and manage a reporting system to monitor and report to directors and executives of major company to ensure that the Company regularly follow the conducted system.

4. Prohibiting any of Directors, Executive Director, Executives, officers, employees or assignees of the company including spouses and underage of those persons use the internal information of company both derived from duty act or in any other way that are or may be affected significantly to the Company and / or to benefit themselves or others, whether directly or indirectly and whether they get returns or not.

5. Directors, Executives Director or a related person of the Company is about to do business with the company, the transaction will be approved by the Board of Directors and / or the Board of Executives of the Company and / or the shareholders of the Company and / or the shareholders meeting of the company (Consider by case) As the transaction was calculated by the rules prescribed by the relevant notifications of the Capital Market Supervisory Board and the Board of the Stock Exchange of Thailand. The acquisition or disposition of assets and/or the connected transaction. (Consider by case) shall apply mutatis mutandis. However, unless the transaction is a commercial agreement in the same way that a person would be conducted with the parties in the same situation, the bargaining power of trade without influence in their status as Directors. Executive Director, Executives of the company or any relative (Consider by case) The trade agreements that have been approved by the Board of Directors of the Company or adhere to the principle of the committee which already approved.