:: Corporate Governance ::

Board of Directors
Rights & Equitable Treatment
Info. Disclosure
Internal Control
Code of Conduct

The Board of Directors

Names of Directors	Title	Number of Shares Held
Mr. Paron Israsena	Chairman and Independent Director	-0-
Prof. Hiran Radeesri	Director, Chairman of the Audit Committee and Independent Director	-0-
Mrs. Charintorn Vongspootorn	Director, Member of Audit Committee and Independent Director	-0-
Mr. Samrieng Mekkriengkrai	Director, Member of Audit Committee and Independent Director	-0-
Mr. Kraisorn Pornsuthee (1)	Director and representative of Ministry of Information and Communication Technology	-0-
Mr. Sue Lo-Utai (2)	Director and representative of Ministry of Information and Communication Technology	-0-
Dr. Dumrong Kasemset	Director and Chairman of Executive Committee	9,199,586
Mr. Somprasong Boonyachai	Director and Member of Executive Committee	200
Miss Nidchanun Santhavesuk	Director and Member of Executive Committee	-0-
Dr. Nongluck Phinainitisart (3)	Director and Member of Executive Committee	69,000
Mr. Yong Lum Sung	Director and Member of Executive Committee	-0-

Note:
1) Resigned from the Board and appointed Mr. Sue Lo-Utai as a replacement director on January 22, 2008 and the registration of change of director was made at the Ministry of Commerce on January 25, 2008.
2) Resigned from the Board on October 13, 2008 and the registration of change of director was made at the Ministry of Commerce on October 8, 2008. The appointment of the replacement director has not been made.
3) Resigned from the Board and appointed Mr. Yong Lum Sung as a replacement director on May 13, 2008 and the registration of change of director was made at the Ministry of Commerce on May 26, 2008.
- Mr. Kamonmit Vudhijumnonk is the Company Secretary.

1.1 Composition and Independence

The Company's Board of Directors comprises 5 experienced directors covering various fields of business experience. One third of the board and at least 3 is Independent Director. At least half of the directors are non-executive directors to balance power between oversight and management functions. The authorized directors are Dr. Dumrong Kasemset or Mr. Somprasong Boonyachai or Miss Nidchanun Santhavesuk. Two of the three directors are required to sign on behalf of the Company together with the Company's seal affixed.

The Company has a policy on segregation of duties between the Chairman of the Board, and the Chairman of the Executive Committee, that they shall not be the same person, in order to maintain a balance of power between direction and management functions.

The Chairman of the Board is leader of directors and is responsible for monitoring and supervising management functions of the Executive Committee in accordance with the approved business plan. The Chairman also acts as the chairman of the Board of Directors' and at Shareholders' meetings.
The Chairman of the Executive Committee is the head of the Company's management team, esponsible to the Board to achieve the approved business plan and reports the business performance to the Board.

1.2 Definition of Independent Director

An independent director is a qualified and independent person based on the Stock Exchange of Thailand's guidelines. 1) holding shares not more than 0.5 percent of paid-up capital of the Company, affiliated company, associated company or related company, including shares held by persons related to the independent director, 2) being a director who does not take part in the management of the company, affiliated company, associated company, related company or majority shareholder of the Company, 3) being a director who has no direct or indirect benefit or interest in finance and management of the Company, affiliated company, associated company, related

company, or major shareholder of the Company and one year must have passed since he ceased to have such benefit or interest unless the Board of Directors considers otherwise, 4) being a director who is not a related person or close relative of any management member or majority shareholder of the Company and 5) being a director whom is not appointed as a representative to safeguard interests of the Company's directors, majority shareholders or shareholders who are related to the Company's majority shareholders.

In addition, an independent director shall be capable of giving opinions or reporting the results of performance of work according to the duties delegated free of any interest concerning personal benefit/position and free of the control of any party including any forced circumstance which may obscure an independent opinion.

1.3 Responsibilities

The Board of Directors as representatives of the shareholders has the duty to oversee that the management will perform in accordance with company's objectives, policies, procedures, rules, regulations and resolutions from the shareholders' meeting with honesty, loyalty and meticulously takes care of shareholders' interest including other stakeholders. To conduct their duties, the board participates in review process of vision, mission, strategies, target setting, business plan and budget of the Company. The Board has agreed with segregation of duties and responsibilities among The Board, the Audit Committee, the Sub- Committees and management. In addition, the board has mechanisms to oversee and follow up management operation and management control in an appropriate and timely fashion.

In the Board of Directors meeting no. 3/2006 on March 21, 2006, the Directors have revised their duties and responsibilities, in writing, as follows:

To establish the policies, assign the business direction for the Company and subsidiaries including exercise authority over management to assure operating efficiency and effectiveness in order to maximize benefit to shareholders and continuous improvement.
To consider and decide upon significant issues on business operation of the Company and subsidiaries, such as policies, business plan, asset acquisition and disposal , project investments, level of authorities and other issues required by law.
To monitor performance of management in terms of efficiency for the best interest of the Company and subsidiaries by establishing accounting systems, reliable financial reporting and auditing, including evaluation process for effectiveness and efficiency of internal control systems, risk management and appropriate follow up procedures.
To ensure no conflicts of interest among stakeholders through a process review of related party transactions.
To ensure business operation is in accordance with good corporate governance and ethics.
To review the corporate governance policy and evaluate compliance with corporate governance policy at least once a year.
To have Board of directors conduct performance self-evaluation annually.
The Board may delegate power to any individual to conduct business on specific cases or other matters. The delegation of power shall not include power to execute conflict of interest or transactions in the Company or subsidiaries as prescribed in the Company's Articles of Association or as regulated by the Securities and Exchange Commission or the Stock Exchange of Thailand except in the cases which are in compliance with the policy or the criteria approved by the Board.

The Board also prescribed the procedure for directors and management to report their stock-holding in the company including those of their spouse and minor children, in accordance with the rules and regulations of the Securities and Exchange Commission and Stock Exchange of Thailand.

The Company also has a policy to have an annual review of corporate governance policy by Directors in order to comply with the Stock Exchange of Thailand and international practice of The Organization for Economic Co-Operation and Development (OECD).

1.4 Selecting and Appointing the Board of Directors.

The Company has appointed the Governance and Nomination Committee to select qualified persons who has appropriated educations and experiences. In case there is a vacancy, the Governance and Nomination Committee will review qualification of the persons before nominating a number of them to the Board of Directors. The Board will review and select a nominee director to fit the vacancy and propose at the shareholders' meeting for approval in accordance with rules and regulations specified in the Articles of Association of the Company as follows:

Each shareholder shall have a number of votes equal to the number of shares held.
Each shareholder may exercise all the votes he/she has under item 1 to elect one or several persons as director or directors. If several persons are to be elected as directors, the shareholder may not allot his/her votes to any person in any number.
The candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order until all of the director positions are filled. Where the votes cast for candidates in descending order are tied, which would otherwise cause the number of directors to be exceeded, the Chairman is entitled to a casting vote.

In the selection of an appropriate director, the Governance and Nomination Committee and the Board of Directors shall select a person who has the qualifications and who possesses no prohibited characteristics under Section 68 of Public Company Limited Act B.E.2535 and the notifications of the Securities and Exchange Commission and the Stock Exchange of Thailand. In addition, the Board also considers competence, knowledge, experience and their managerial skills to assure that the nominee shall be of the best advantage to the Company's business.

The Board should be qualified based on experience according to company requirements, having no prohibited conditions according to the Public Company Limited Act or other related laws. The Board shall have sufficient time to devote its knowledge and ability to work for the Company. The Board of Directors has assigned a governance and nomination committee that will be responsible for director selection and propose their appointment at the Shareholders' Meeting. The Company has a policy requiring the director to hold office of director in not more than five other companies and the term of the director is three years.

According to the Articles of Association, the term of one third of the directors shall end every Annual General Meeting of Shareholders. The longest serving directors shall be due first, and may be re-elected to resume duty. In case of vacancy (ies) due to other reasons, the Board, by a vote in which three fourths of its members agree, shall elect someone who has qualifications and no prohibited conditions according to clause 68 of the Public Companies Act, B.E. 2535 (1992). The Board can thereby appoint him/ her a director in the next Meeting. An exception is the case of a term with less than 2 months remaining, where the term of the newly appointed director shall expire at the same time as the preceding director. The Company has a Governance and Nomination Committee to select a new director for appointment.

The Company does not limit the maximum times a director may be re-elected. Neither is their age an issue, but rather their working capability.

The Company has a policy of supporting the participation of directors in seminars and training courses organized by concerned bodies such as SET or IOD which are useful for the performance of duties of directors. New directors will be provided with documents and information on the Company's business to enable the new director to perform his/her duties efficiently.

1.5 The Committee

The Board of Directors has established three Committees which are the Audit Committee, the Compensation Committee and the Governance and Nomination Committee.

1.5.1 Audit Committee

Members	Position	Meeting	Participation
1. Prof. Hiran Radeesri	Chairman of the Audit Committee and Independent Director	13	13
2. Mrs. Charintorn Vongspootorn	Member of Audit Committee and Independent Director	13	13
3. Mr. Samrieng Mekkriengkrai	Member of Audit Committee And Independent Director	13	12

All three members of the Audit Committee are independent directors and one must have experience in Finance and Accounting. The Audit Committee must be independent according to the Announcement of the Stock Exchange of Thailand. The term of office is the same as that of the director which is three years and may be re-appointed but not more than two consecutive terms unless the Board of Directors considers otherwise. In 2008, the Audit Committee held 13 meetings and conducted meetings in accordance with the following duties and responsibilities:

To ensure that the company has accurate, complete and credible financial reports
To ensure that the Company has appropriated and effective internal control system and internal auditing activities, the Audit Committee shall consider the independence of the internal audit department, including consent to the appointment, rotation, promotion, and termination of the department head and others who are responsible for internal audit activities.
To ensure that the Company complies the Security Exchange of Thailand (SET) and the Security and Exchange Commission (SEC) as well as all rules and regulations related to the Company's business.
To select and propose independent person who will be the Company's external auditor and propose his or her compensation, the Audit Committee also conducts meeting with the external auditor without management attending at least once a year.
To consider connected transaction or transaction that may lead to conflict of interests whether it complies with all rules and regulations of the SET and SEC and ensure the transactions are appropriate and provided the best interest to the Company.
To assure that the company has appropriate and effective risk management process.
To prepare Audit Committee's report and discloses in the Company's annual report. The report must be signed by the Chairman of the Audit Committee and included at least the following comments:
1. Accurateness, completeness and credibility of the Company's Financial Report.
2. Adequacy of the Company's internal control system
3. Compliance with laws of SEC's, SET's laws and regulations and other law relevant to the Company's business.
4. Suitability of the external auditor
5. Transaction that may cause conflict of interest
6. Number of committee meetings and attendance of each member
7. Other concerns that have arisen as the audit committee performed its duties as defined in the committee's charter
8. Anything else which should be made available to shareholders and general investors within the scope of duties and responsibilities assigned by the Board.

To report activities of the Audit Committee to the Board of Directors at least 4 times a year.
To have authority to hire independent consultant or professional when needed.
To have authority to invite executive, manager or employee to attend meetings for discussion or answers the Audit Committee's questions.
To review scope, authority and responsibility and conduct self-evaluation on the annual basis.
To carry out any assignment by the Board of Directors that is agreed upon by the Audit Committee.
In carry out the Audit Committee duties and responsibilities, if there are unusual transactions or the following activities which may have material impact to the financial position and operation result of the Company, the Audit Committee must report the Board of Directors to take corrective action within a reasonable period of time.
Conflict of interest transaction
Fraud or unusual transaction or significant deficiency in the internal control system
Violation under the laws of SEC's,SET's laws and regulations or other law relevant to the Company's business.

Any Audit Committee's member may report such transactions or activities to the SEC and SET if the director or manger fails to take corrective action within a reasonable period of time,

In case the auditor discovers any suspicious circumstance that the director, manager or any person responsible for the operation of such juristic person commit an offense under

the law, and informed such circumstance to the Audit Committee to continue the inspection without delay and the Audit Committee shall report the preliminary inspection to the SEC office and the auditor within 30 days from the notification date of the auditor. The circumstance that shall be informed and the procedures for acquiring the fact related to such circumstance shall be complied with the notification of the Capital Market Supervisory Board.

The members of the Audit Committee also holds meeting among themselves exclusively to consider important problems relating to the management of the Company and notify the Chief Executive Officer and the Board of the results of the meeting.

The Audit Committee conducted self-evaluation and reported the result to the Board of Directors in the Board of Directors' meeting no.2/2009 on February 19, 2009.

1.5.2 Compensation Committee

Mr. Paron Israsena Chairman of the Committee
Mrs. Charintorn Vongspootorn Member
Mr. Somprasong Boonyachai Member

The Compensation Committee comprises of 3 members of which the chairman is the independent Director. The 2 members are one non-executive director and one independent director. The members of the Committee shall hold office for a term of 3 years and may be re-appointed, but shall not be more than two consecutive terms unless the Board considers it necessary for the members to continue in office. The Committee's scope of work and responsibilities are:

Fix appropriate remuneration both monetary and non-monetary in order to be an incentive for members of the Board, the Committee and high level executives to remain with the Company and submit its recommendation to the Board of Directors for approval.
Consider and approve the EV Bonus Plan (Economic Value Bonus Plan) and prescribe criteria for implementation of EV Bonus Plan including consider and the allocation of annual EV Bonus to the Company's executives and submit its recommendation to the Board of Directors for approval.
Supervise the implementation of EV Bonus Plan and to give final determination in case there are problems or controversies in the implementation of EV Bonus Plan and report to the Board of Directors.
consider and approve the annual remuneration of directors and submit its recommendation to the Board of Directors and for the Shareholders' Meeting for approval.
prescribe criteria and policy for determining the remuneration of the Board for the Board's or the Shareholders' consideration, as the case may be.
The Committee is responsible to the Board and has a duty to provide reason/answer relating to the remuneration of directors at the Shareholders' Meeting.
consider and approve the evaluation of performance for determining the annual EV Bonus of the Company's CEO and submit its recommendation to the Board of Directors for approval.
Engage consultant or independent person to give opinion or advice as necessary and in accordance with the Company's regulations.
Review and assess the adequacy of this charter and recommend to the Board if any change or amendment is needed.
Report the performance of important tasks to the Board on a regular basis and the important issues for the Board's knowledge.
Require the management, executives or concerned persons to give opinion, information or to participate in the meeting.
Carry out any other duties assigned by the Board.

In 2008, the Compensation Committee took into account the business performance of the Company and the industry-wide standard of directors' remuneration in recommending the directors' remuneration to the Shareholders' meeting, which was within the total amount approved by the Annual General Meeting for the year 2008.

1.5.3 Governance and Nomination Committee

Mr. Paron Israsena Chairman of the Committee
Mrs. Charintorn Vongspootorn Member
Mr. Somprasong Boonyachai Member

The Governance and Nomination Committee comprises of three members of which the chairman is the independent director. The two members are one non-executive director and one independent director. The members of the Committee shall hold office for a term of 3 years and may be re-appointed, but shall not be more than two consecutive terms unless the Board considers it necessary for the members to continue in office. The Committee's scope of work and responsibilities are:

Lay down policy on compliance with good corporate governance, review annually the Company's Corporate Governance Policy and recommend any amendments or revisions for the Board's consideration.
Prescribe the criteria and policy on the nomination of members of the Board and of the Board's committees.
Consider the nomination of directors from qualified candidates and recommend to the Board or the Shareholders, as the case may be.
Nominate qualified person for the post of Executive Chairman in the case of vacancy and consider the criteria for succession with regard to high level executive positions.
Nominate qualified persons to the posts of members and chairman of the Board's committee for the Board's consideration.
Nominate qualified persons to be appointed as directors of the subsidiaries, affiliates and joint ventures.
Carry out the annual evaluation of the performance of the Board, the Board's committees (including its own's performance) and of each member of the Board, review the result of the evaluation of each of the Board's committees and report to the Board.
Engage consultant or independent person to give opinion or advice as necessary and in accordance with the Company's regulations.
Review and assess the adequacy of this charter and recommend to the Board if any change or amendment is needed.
Report the performance of important tasks to the Board on a regular basis and the important issues for the Board's knowledge.
Carry out any other duties assigned by the Board.

In 2008, the Governance and Nomination Committee selected and nominated qualified persons for the position of director and submitted to the Board for consideration and approval to recommend to the Annual General Meeting for the year 2008 for appointment as the Company's directors.

In the year 2008, the Compensation Committee held 3 meetings and the Governance and Nomination Committee held 2 meetings. The Chairman and two members attended all the meetings.

1.6 Board Meetings

Meeting schedule is determined in advance to be held six times in a year. Additional meetings may be held as required. At the meeting, the Chairman of the Board will allocate sufficient time for management to provide document and information for discussion on significant issues. All directors are open to discuss and provide opinions including initiating meeting agenda(s). The secretary of the Board is responsible for making arrangement for the meeting, preparing adequate document and information attached to the meeting invitation and send to the directors at least seven days in advance. This will allow the director to have sufficient knowledge of the concerned agenda. The meeting normally takes three hours and it has formal minutes in writing that are always available to the directors for their review. The director who has an interest in the transactions cannot be in the meeting.

In year 2008, the Board held regular meetings 6 times and special meetings 6 times, with the participation of the following directors.

Directors	Regular Meetings		Special Meetings
Directors	Meeting	Participation	Meeting	Participation
Mr. Paron Israsena	6	6/6	6	6/6
Prof. Hiran Radeesri	6	6/6	6	6/6
Mrs. Charintorn Vongspootorn	6	6/6	6	6/6
Mr. Samrieng Mekkriengkrai	6	6/6	6	6/6
Mr. Kraisorn Pornsuthee 1)	1	1/1	-	-
Mr. Sue Lo-Utai 2)	4	1/4	3	1/3
Mr. Somprasong Boonyachai	6	6/6	6	6/6
Dr. Dumrong Kasemset	6	6/6	6	6/6
Miss Nidchanun Santhavesuk	6	6/6	6	4/6
Dr. Nongluck Phinainitisart 3)	3	3/3	1	1/1
Mr. Yong Lum Sung	3	3/3	5	5/5

Note:

Resigned from the Board and appointed Mr. Sue Lo-Utai as a replacement director on January 22, 2008 and the registration of change of director was made at the Ministry of Commerce on January 25, 2008.
Resigned from the Board on October 13, 2008 and the registration of change of director was made at the Ministry of Commerce on October 8, 2008. The appointment of the replacement director has not been made.
Resigned from the Board and appointed Mr. Yong Lum Sung as a replacement director on May 13, 2008 and the registration of change of director was made at the Ministry of Commerce on May 26, 2008.

1.7 The Board of Directors’ Self-Evaluation

At the meeting of Board of Directors no.2/2009 on February 19, 2009, the Board of Directors conducted its self-evaluation using the form of the Stock Exchange of Thailand. The Board is of the opinion that its self-evaluation is an important step in the development of good corporate governance and the result of the self-evaluation has been forwarded to the Governance and Nomination Committee for use in the next selection of directors.

Executive Committee

Dr. Dumrong Kasemset Chairman of the Executive Committee
Mr. Somprasong Boonyachai * Member
Mr. Yong Lum Sung Member
Mr. Arak Chonlatanont ** Member
Miss Nidchanun Santhavesuk Member
Dr. Nongluck Phinainitisart Member

* Resigned and appointed Mr. Yong Lum Sung as a replacement member on May 13, 2008.
** Appointed as the Executive Member on July 21, 2008.

The Executive Committee comprises the Executive Chairman of the Satellite and International Business Line, the Executive Chairman of the Wireless Business Line, the President, and/or the appropriate person(s), as approved by the Board of Directors. The Board has agreed to their scope of duties and responsibilities in writing at its meeting no.5/2000 on November 13, 2000 amended at its meeting no.2/2005 on February 17, 2005, meeting no. 3/2006 on March 21, 2006, and meeting no. 8/2008 on August 13, 2008 as follows:

Formulate the Company’s strategic direction, management structure, and annual business plan and budget for the Board’s approval.
Manage the Company’s business operations in order to achieve the planned objectives and targets.
Supervise and monitor the operating results and financial standing of the Company and report the business performance together with the remedial actions to be taken in the case the business performance of the Company fails to meet the target to the Board of Directors every month.
Identify and evaluate new business opportunities.
Review and make recommendations to the Board regarding the Company’s dividend policy.
Review and approve all transactions concerning investments and disposal of assets, human resource management, finance and treasury, general administration and any other transaction related to the Company’s business within the limits of delegated approval authority granted by the Board.
Review matters that require the Board’s approval and make appropriate recommendations with the exception of activities that have been delegated to other Board sub-committees.
Consider and review the Company’s risk management and control system.
The Committee may delegate its authority to any member of the management or staff as it deems appropriate. However, such authority does not permit the Committee or appointed persons to approve any transaction between them or related persons having mutual benefits or conflicts of interest (as prescribed in the Company’s articles of association and Notifications of the Securities Exchange Commission). The approval for transactions shall be in accordance with the policies and principles already determined by the Board andregulatory bodies.
Engage consultants or independent persons to provide opinions or advice if necessary.
The Committee may ask members of the management or other persons to attend its meetings or provide pertinent information as necessary.
Report to the Board on a monthly basis regarding the material actions taken by the Committee under the CEO Report agenda.
Annually review its own performance and assess the adequacy of this charter, which may be done in conjunction with the annual evaluation of the Board and its other committees, conducted under the oversight of the Governance and Nomination Sub-Committee.
Take any other action or assume any other powers and responsibilities that may from time to time be assigned or delegated to the Committee by the Board.

The Executive Committee has the authority to approve financial transactions up to Baht 400 million. This includes general expenses in normal business operations, project investment, capital asset or fixed asset investments. Exceptions to this are transactions of borrowings, lending, credit line facilities, debt instrument offerings, guarantees, loans or credit guarantees, money deposits and withdrawal, and foreign exchange and interest rate risk hedging instruments. The limits on its authority to approve these issues per each transaction are set at Baht 1 billion and Baht 800 million, respectively. However, in the acquiring or selling of asset, or any financial aids to related company, it must act as prescribed in the Announcement of the Stock Exchange of Thailand.

The Executive Committee may delegate power to managerial employees to approve one or more such financial transactions according to the Executive Committee’s discretion.

The delegation shall not include power to execute conflict of interest or transactions in the Company or subsidiaries as prescribed in the Company’s Articles of Association or as regulated by the Securities and Exchange Commission or the Stock Exchange of Thailand, except in the cases which are in compliance with the policy or criteria approved by the Board.

Management Team

Dr. Dumrong Kasemset Chairman of the Executive Committee – Satellite & International
Dr. Nongluck Phinainitisart President
Mr. Paiboon Panuwattanawong Managing Director – IPSTAR Operations
Mr. Atip Rittaporn Managing Director – International Business
Mr. Yongsit Rojsrivichaikul Executive Vice President – Marketing and Sales
Mr. Tanadit Charoenchan Executive Vice President – Finance & Accounting
Mr. Kamonmit Vudhijumnonk Vice President - Legal
Mr. Makin Petplai Vice President – Sales Thailand, Indochina & China
Mr. Pradeep Unni Vice President – Sales Asia, Eastern Europe & America
Mr. Teerayuth Boonchote Vice President – IPSTAR Operations
Mr. Sivaraks Phinicharomna Vice President – Internal Audit
Mr. Theerawat Kusalanggoorawat Vice President – Management Information Systems
Mr. Pramook Chaiwongwutthikul Vice President – Engineering and Space Operation
Mr. Somnuk Reantragoon Vice President – Human Resources
Mr. Trairat Kaewkerd Vice President – Business Development

.1.8 Remuneration of Directors
1.8.1 Directors Remuneration
The Company established a compensation policy of the Board of Directors at a fair level by comparing it with the survey conducted by the Thai Institute of Directors and adjusted accordingly when there is change. Besides, the Board also considers additional compensation when directors have more duties and responsibilities at the sub committee level.

The monetary remuneration of five members of the Board of Directors in year 2008 was 7,245,000 Baht, composed of monthly allowance, bonus, and meeting allowance. The directors nominated by Shin Corporation and directors who are executives are not entitled to remuneration as director/executive director.

Names of Directo	Board of Director				Committee					Total Compensation * 2008
	Monthly Allowance	Bonus	Meeting allowance directors	Total (Baht)	Meeting Allowance				Total (Baht)
	Monthly Allowance	Bonus	Meeting allowance directors	Total (Baht)	Audit Committee	Governance & Nomination Committee	Compensation Committee	Executive Session	Total (Baht)
Mr. Paron Israsena	1,800,000	350,000	-	2,150,000	-	-	-	-	-	2,150,000
Prof. Hiran Radeesri	555,000	550,000	300,000	1,405,000	325,000	-	-	25,000	350,000	1,755,000
Mrs. Charintorn Vongspootorn	300,000	450,000	300,000	1,050,000	325,000	50,000	75,000	25,000	475,000	1,525,000
Mr. Samrieng Mekkriengkrai	300,000	450,000	300,000	1,050,000	300,000	-	-	25,000	325,000	1,375,000
Mr. Kraisorn Pornsuthee	25,000	-	-	25,000	-	-	-	-	-	25,000
Mr. Sue Lo-Utai	225,000	140,000	50,000	415,000	-					415,000
	3,205,000	1,940,000	950,000	6,095,000	950,000	50,000	75,000	75,000	1,150,000	7,245,000

* Monthly Allowance and Meeting Allowance paid between January - December 2008, except for Bonus paid in February 2009 (Recorded as an accrual basis)

1.8.2 Management Remuneration
The remuneration of 15 members of the management in year 2008 was Baht 103,405,000 million was composed of salary, bonus, provident fund, and other fringe benefits. Such remuneration was based on the business performance of the Company and the performance of each executive.

1.8.3 Other Remuneration
The Company has an Employee Stock Option Plan (ESOP) planned for a period of five years as a means of motivating and rewarding employees. (Please see more details under “Capital Structure” section.)

Name list of Directors and Employee Who Receive Warrant

Name	Grant I Number of Issues and Offers 8,000,000 Units		Grant II Number of Issues and Offers 4,400,100 Units		Grant III Number of Issues and Offers 5,894,200 Units
Name	No. of Unit	Percentage	No. of Unit	Percentage	No. of Unit	Percentage
1. Dr. Dumrong Kasemset	2,436,400	30.46	1,235,200	28.07	1,154,200	19.58
2. Dr. Nongluck Phinainitisart	1,692,800	21.16	637,100	14.48	600,000	10.18
3. Mr. Yongsit Rojsrivichaikul	700,000	8.75	209,800	4.77	550,000	9.33
4. Dr. Avudh Ploysongsang*	204,300	2.55	100,000	2.27	160,000	2.71
5. Mr. Kamonmit Vudhijumnonk	203,600	2.55	72,700	1.65	140,000	2.38
6. Mr. Tanadit Charoenchan	162,000	2.03	218,000	4.95	240,000	4.07
7. Mr. Paiboon Panuwattanawong	399,900	5.00	527,300	11.98	700,000	11.88
8. Mr. Makin Petplai	173,800	2.17	209,800	4.77	400,000	6.79
9. Mr. Pradeep Unni	260,700	3.26	209,800	4.77	400,000	6.79
10. Mr. Sivaraks Phinicharomna	221,400	2.77	107,000	2.43	140,000	2.38
11. Mr. Teerayuth Boonchote	218,900	2.74	113,200	2.57	240,000	4.07
12. Mr. Theerawat Kusalanggoorawat	379,300	4.74	171,400	3.90	240,000	4.07
13. Others	946,900	11.84	588,800	13.38	930,000	15.78
Total Warrants issued	8,000,000	100.00	4,400,100	100.00	5,894,200	100.00

Note: Proportion of warrants under Grant I and Grant II equal to 1 warrant to 2.04490 common stock.
Proportion of warrant Grant III equal 1 warrant to 1.02245 common stock.
*Resigned from the Company on July 1st, 2006.

The Annual General Meeting of Shareholders for the year 2005 on March 31, 2005 approved the Employees Stock Option Plan, Grant IV (ESOP; Grant IV) to the total amount of 7,562,100 units.

The list of directors and employees entitled to receive warrants under ESOP, Grant IV is given below:

Names		No. of Warrants Allocated (Units)	% (of the Program)
1.	Dr. Dumrong Kasemset	929,900	12.30
2.	Dr. Nongluck Phinainitisart	500,000	6.61
3.	Mr. Yongsit Rojsrivichaikul	440,000	5.82
4.	Dr. Avudh Ploysongsang*	140,800	1.86
5.	Mr. Kamonmit Vudhijumnonk	105,900	1.40
6.	Mr. Tanadit Charoenchan	250,000	3.31
7.	Mr. Paiboon Panuwattanawong	900,000	11.90
8.	Mr. Makin Petplai	400,000	5.29
9.	Mr. Pradeep Unni	350,000	4.63
10.	Mr. Sivaraks Phinicharomna	136,100	1.80
11.	Mr. Teerayuth Boonchote	250,000	3.31
12.	Mr. Theerawat Kusalanggoorawat	225,000	2.98
13.	Mr. Atip Rittaporn	400,000	5.29
14.	Mr. Komsan Sereepapong	70,000	0.93
15.	Mr. Jiroj Srinamwong	70,000	0.93
16.	Other employees	2,394,400	31.66
	Total Warrants Issued	7,562,100	100

Note: Proportion of warrants under Grant IV equal to 1 warrant to 1.02245 common stocks.
* Resigned from the Company on July 1st, 2006.

The Annual General Meeting of shareholders for the year 2006 held on April 24, 2006 approved the Employee Stock Option Plan, Grant V (ESOP: Grant V) in the total amount of 10,058,800 units.

The list of directors and employees entitled to receive warrants under ESOP: Grant V is given below:

Names		No. of Warrants Allocated (Units)	% (of the Program)
1.	Dr. Dumrong Kasemset	1,099,800	10.93
2.	Dr. Nongluck Phinainitisart	900,000	8.95
3	Mr. Paiboon Panuwattanawong	1,100,000	10.94
4.	Mr. Atip Rittaporn	450,000	4.48
5.	Mr. Yongsit Rojsrivichaikul	800,000	7.95
6.	Mr. Pramook Chaiwongwutthikul*	170,000	1.69
7.	Mr. Pradeep Unni	440,000	4.37
8.	Mr. Makin Petplai	600,000	5.96
9.	Mr.Teerayut Boonchote	350,000	3.48
10.	Mr.Theerawat Kusalanggoorawat	300,000	2.98
11.	Mr. Kamonmit Vudhijumnonk	150,000	1.49
12.	Mr. Sivaraks Phinicharomna	150,000	1.49
13.	Mr. Tanadit Charoenchan	300,000	2.98
14.	Dr. Avudh Ploysongsang*	50,000	0.50
15.	Mr. Jiroj Srinamwong (Director for the Board of Subsidiary)	150,000	1.49
16.	Other employees	3,049,000	30.31
	Total Warrants Issued	10,058,800	100

Note:Proportion of warrants under Grant V equal to 1 warrant to 1 common stock.
* Resigned from the Company on July 1st, 2006.

2. The Rights and Equitable Treatment of Shareholders and Stakeholders

2.1 The Rights and Equitable Treatment of Shareholders
The Company has a policy to conduct shareholders’ meetings according to the laws and guidelines prepared by regulatory authorities. In 2008, there was a shareholders’ meeting of the Company, the Annual General Meeting of Shareholders for the year 2008. The meeting was held at the Auditorium Meeting Room, Shinawatra Tower 3, 9th Floor, no.1010, Vipavadee Rangsit Road, Chatuchak, Bangkok. The agendas of the annual general meeting and the extraordinary general meeting of shareholders were announced in the Company’s website on the date the Board of Director approved the calling of the meeting and the agenda to enable the shareholders to know of the date and the agenda of the meeting even before the notice for the meeting was sent. The invitation letter to the meeting, together with information on the meeting agenda, was distributed to shareholders approximately 21 days before the meeting date. This meeting was attended by the Chairman of the Board of Directors, Chairman of the Audit Committee, Chairman of the Governance and Nomination Committee, Chairman of the Compensation Committee, Directors, and members.

In each shareholder meeting, every shareholder has rights, including equitable treatment in acknowledging the information, rendering opinions and questioning according to the meeting agenda and issues under discussion. The Chairman of the meeting shall allocate sufficient time for each matter as well as promote queries and discussion. The shareholders will receive the agenda for the meeting and other documents for the meeting in advance both by post and via the Company’s website.

In each shareholder meeting, the Company shall appoint at least one independent director to be the proxy for shareholders who cannot attend the meeting, and inform earlier on the invitation letter. The Company also educates shareholders to understand their roles and encourages them to exercise their rights to protect their interests by distributing the pamphlet from the Stock Exchange of Thailand regarding “Good Shareholder Practice”. The pamphlet contains various important topics for shareholders such as the role of shareholders in overseeing the performance of the Board and Management, approving the financial statements, the appointment of the Company’s auditors, the appointment of directors, and fixing their remuneration, approving the increase in the Company’s registered capital and connected transactions, the voting process and the questioning of directors and management, including demanding remedy in case their rights are violated and forming an association to protect shareholders’ rights.

To promote the rights of the Shareholders, on November 24, 2008, the Company has announced on the website inviting the minority shareholders to propose a qualified person to be appointed as the director of the Board of the Company and propose the meeting agenda for consideration of the annual general meeting of shareholders.

2.2 The Rights and Equitable Treatment of Stakeholders

The Company has provided channels for stakeholders to communicate their opinions including to report the cases of finding, or receipt of unfair treatment due to, illegal acts or acts in violation of business ethics of officers or employees of the Company, by making report or complaint in writing and sending it to any one or more independent directors of the Company. Apart from that, the Company also makes available to the stakeholders inside the organization channels of communications through Internet Webboard, and the stakeholders outside the organization through website www.thaicom.net / telephone/e-mail to the Investors Relation Department/Corporate Communications Department or the Internal Audit Department. The Internal Audit Department shall investigate the facts alleged in the complaint and report to the Audit Committee and the Board of Directors and notify the Company to take corrective actions required for such complaint, and if the Company find that its employees/officers committed illegal acts or acts in violation of the Company’s business ethics, the Company shall proceed to impose appropriate punishment on the wrong does.

Customers: the Company has acquired ISO 9000 Certification to assure customer satisfaction that products and services are of international quality.
Suppliers: the Company’s business partnerships are made while considering its effect on the Company, compliance with laws and regulations, and fair trade. These relationships were made to benefit the value chain to the customers.
Competitors: the Company’s policies support fair trade and free trade. The Company does not try to force a monopoly through its partners.
Society: the Company’s objective does not only include profit-making. The Company realizes its obligation to society, thus it tries to open opportunities for everyone to participate in activities that will be beneficial to everyone concerned both here and abroad. In addition, the Company promotes the environment and natural preservation activities, and has the policy to select and promote the use of the environment friendliness products.

The Company takes account of the right of other stakeholders and considers the importance of the stakeholders’ support in creating the Company’s competitiveness and profitability and in building Company’s long term business success. The Company, therefore has policy to take care and look after the interest of all stakeholders, they are, the stakeholders inside the organization such as shareholders, employees, and the stakeholders outside the organization such as suppliers, customers, competitors and the public, and encourages the co-operation between and among stakeholders in accordance with their roles and responsibilities to ensure that the running of Company’s business can proceed smoothly, securely and in the interest of all stakeholders, for instance.

3. Information Disclosure and Transparency

The Company values accurate, complete, thorough, and timely disclosure of financial, operational, and other relevant information for investors and concerned persons to use in investment decisions. This disclosure is made through communication channels via the Stock Exchange of Thailand (SET), the Securities and Exchange Commission (SEC), and the Company’s Internet web site. The Company has also established an Investors Relations Department to be responsible for communicating useful information to shareholders, investors, analysts, as well as preparing policies and handbooks for investor relations activities and information disclosure to the Stock Exchange in order to ensure that the Company fully complies with laws, rules and regulations.
Other than information disclosure according to the law, the Company also holds quarterly Mini Info Meetings to disclose operational performance to investors, analysts, fund managers, and interested persons, by a member of the Executive Committee to give explanations and reply to queries as they arise. Interested persons can contact and request information from the Investors Relations Department, tel. 02-596-5072-3, or search the website www.thaicom.net/ir

In the year 2008, the Company used such Web to notify the shareholders of the agenda of the AGM and relevant information more than one month before the actual meeting.

4. Internal Control, Internal Auditing Activities and Risk Management

4.1 Internal Control and Internal Auditing Activities
The company has established Internal Control systems according to the standards set by the SET and the Committee of Sponsoring Organizations of the Treadway Commission or COSO. The Internal Control Framework consists of five components

Control Environment

The Company has set up internal control systems in the areas of finance, accounting, operation, organization, and human resources including power of authority and finance authority based on the Good Corporate Governance policy of Shin Corporation.

Risk Assessment

The Company has formed a Risk Management Committee and developed a risk management system based on recommended Enterprise Risk Management activities of COSO, customized to align with the Company’s business and its continuing development.

Control Activities

The Company has created control mechanisms for management and executives by adopting the Quality Management System of the ISO to align operations with the customer’s vision and other control activities which emphasize information reliability, asset safeguarding, and compliance with the rules and regulations of the Company and outside authorities and to strengthen information security.

Information and Communication

The Company realizes the importance of its information system and the distribution of information to both inside and outside through its intranet and website. A culture of openness is promoted to emphasize communication between all levels.

Follow-up and Monitoring

The Company conducts performance assessment of employees two times a year and reports financial performance quarterly through a meeting with investors and other interested parties.

In the Board of Directors’ Meeting no. 2/2009 on February 19, 2009 with the Audit Committee also attending, the sufficiency of the control of important document and internal control system were evaluated with five different measures, including organizational control and environment, risk management, management control activities, information systems and communication, and monitoring systems. The evaluation concluded that the Company has sufficient control of important document and internal control system, especially management control, to enable the Company, to safeguard assets from unauthorized persons and business transactions are conducted in accordance with approved level of authority, including being properly recorded to ensure reliability and accuracy of financial statements. The Company maintains documentary systems to make it available in a timely fashion for auditing process by external auditors and government authorities. Besides, there is a continuous development of the appropriate risk management system.

The Company has an independent Internal Audit Office with approved charter from the Audit Committee and Management by reporting functionally to the Audit Committee and administratively to the CEO particularly on the day to day administrative transactions. The Internal Audit Office has unlimited access to information, personnel and all departments to achieve auditing activities and reports its result to the Audit Committee and CEO to activate corrective and preventive actions as well as continuous improvement on the timely fashion.

In 2008, the Internal Audit Office adopted the results from risk management activities as information based to prepare its risk based audit plan from 2009-2011. The plan covered reliable of information on accounting and finance, efficiency and effectiveness of operation, compliance with rules and regulations, development of information technology and communication and development of quality management systems under ISO requirements. The Office also developed non-audit activities such as consulting on internal control of operation on newly business line. In addition, the Office had encouraged and trained internal auditors in modern internal auditing of the Institute of Internal Auditors for their learning and growth.

The Internal Audit Office and KPMG Phoomchai Audit Ltd. did not find any material non-conformance of the control of important document and internal control systems in 2008.

4.2 Risk Management
The Company practiced risk management in accordance with the Risk Management Handbook and Guidelines of Shin Corporation Public Co. Ltd., by educating the staff, as well as conducting workshops and established a Risk Management Committee comprised of the President and management at different levels.

The Committee designed various steps of risk management concurrently with guidelines from the Stock Exchange of Thailand and typical management procedures which starts from analysis of internal and external environment, vision, mission and objective setting, strategies and measurement, risk identification and impact evaluation, prevent and lessen its impact through the business plan and internal control activities including, regularly reporting its results to the Board of Directors. Therefore, risk management of the Company becomes a continuous process supported by all levels.
In 2008, the Risk Management Committee had appointed 6 sub committees to account for strategic risks, financial risks, THAICOM product risks, IPSTAR product risks, compliance risks and information technology risks. The sub committees were expected to further develop risk management in depth.

5. Corporate Philosophy and Code of Conduct

In order to maintain operational standards and business ethics, the Company has established a written philosophy and code of conduct in order to become a leading company at both local and international levels that is recognized as responsible to employees, shareholders, customers, competitors, partners, creditors, and society, including the use of information, information disclosure, conflict of interest, safeguarding of company assets, participation in political activities, legal and regulatory compliance, good corporate governance, and reliable reporting.

The Company designs reporting channels for management and employees to identify transactions that may conflict with the above standards independently though an Ethical Hotline on the internal website of the Company.

The Company also prepares a program to build awareness on business ethics for management and employees through various steps as follows:

Provide basic knowledge of Ethics such as in the orientation for new employees.
Provide continuous knowledge of Ethics such as presentation of motion picture and ethical information in the Company intranet.
Stimulate ethical behavior in practice such as questionnaire distribution to all employees, result disclosure and maintain statistical surveys for progressive analysis of the program.

In 2008, the Ethic Committee initiated “Whistle Blower Protection” to protect person who gave information in case where it was suspicious that there had been contravention or failure to comply with code of conduct or indication of fraud.

5.1 Inside Information
                The Company is committed to ethics, integrity, and honesty in carrying out business with customers, partners, and shareholders and has Code of Conduct as a guideline for management and employees to adhere to. Disclosure of inside information by employees or management to others or for their own interests or involvement in activities that may lead to conflict of interest is considered severe misconduct and subjected them to the highest disciplinary action.

                In addition, the Company prohibits employees and management who work in the department or business unit that know inside information to buy or sell the Company’s marketable securities during a month before disclosure of financial statements to the public.

                The Company also educates directors and management of duties to report, his or her as well as their close relatives, the holding or changes in holding of Company’s securities to the Securities Exchange Commission (SEC) in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 and the SET regulations.

                Regarding supporting data or document within the group of companies, data rules have been issued to prevent leaked information e.g. requesting letter of confidentiality and prohibiting of photo copies without permission.

5.2 Conflict of Interest
Acceptance of money or other benefits
                The directors, executives or employees having interests which may compromise them in the performance of their duties and affects the interests of customers and the Group shall comply with the followings.
                1. The directors, executives and employees shall not accept personally money, gift or other things from customers, suppliers or other persons due to the fact that he or she is acting in the name of the Company. In the case they are offered gifts, or things not in the form of cash by customers, suppliers or third parties, they may accept such gifts, interests or things if such giving are in accordance with the custom or the events provide that such gifts or things are appropriate to the occasions and have a value not exceeding Baht 5,000. In case he or she has to accept gifts or things worth more than Baht 5,000, he or she shall report to his/ her superior for consideration.

                2. The directors, executives and employees shall not borrow money or ask for donation from customers or persons doing business with the Company except borrowing money from the banks or financial institutions as their customer.

                3. The directors, executives and employees may accept invitation to a business party in the Company’s business interest but should avoid the invitation if such business party is inappropriate considering the relationship such person has or may have in the future with the Company.

                4. The directors, executives, and employees may accept invitation for training, observation tour or seminar the expenses for which are paid by the customer/ supplier of the Company, provide that it is strictly for the Company’s business interest and approved by the superior and there is no other money or gifts given.

                5. The Company has no policy to send the executives to be director of any company outside the Group. The executives ranking PG 13 and above must receive approval from appropriate superior for becoming a director of other companies except in non-profit charitable organizations and the holding of such directorship will not constitute a breach of the Laws or Regulations concerning the Company’s business and shall not be for the purpose of using his/her position with the Company to promote other business interest. To be a director of a company outside the Group, the executives ranking PG 13-15 must receive approval from the Executive Chairman, the executives ranking UC must receive approval from the Executive Committee and the executives who are the President, the Executive Chairman or the director of the Company must receive approval from the Board of Directors.