Amata and Corporate Governance Policies:
Amata's Vision: Towards a "Perfect City"
Amata plans to develop all of its industrial estates under the "perfect city" vision where business, people, local community, and nature can all thrive together.  To become a perfect city, the company provides not only industrial areas, but also education and training, commercial, banking, hospital, recreation, and residential areas.  The company ensures that the development of the area takes serious consideration towards environmental sustainability and the high standard livability of customers and residents with world class infrastructure, services, and amenities.  
In terms of business practices, Amata is fully committed to the principle of good corporate governance which ensures both transparency and effectiveness of its operation to compete with other firms internationally as the company’s Board of Directors has agreed that monitoring and evaluation be performed annually. Also, improvements, amendments and changes have been made in accordance with the changing economic and social situation

1.  The Rights of Shareholders
The rights of shareholders include basic rights of both stock market investors and company owners such as rights to buy, sell, and transfer all processions, rights to earn returns from the company's profit, rights in the meetings, rights to express their views and to make decisions in the company's important resolutions such as an election of the board of director, decisions that set the direction of the company, and revision of the company's memorandums and regulations. Shareholders have the right to vote at meetings according to the number of shares owned by each shareholder, whereby one share is for one vote and no particular share allows them privilege
to limit the rights of other shareholders.
The Company has determined that there shall be a general meeting of shareholders once a year, no later than four months after the end of the company's fiscal year.  If there is an event affecting the interests of shareholders or a change in conditions or law pertaining to the business of the company which requires an assent of shareholders, the company may call an extraordinary meeting of shareholders on a case-by-case basis.
In 2008 the Company conducted many actions to promote and facilitate the use of shareholders' rights beyond the basic rights of the shareholders as follow:
1.1 _ The Company hosted one general meeting of the shareholders on April 30, 2008 at the company's head office, at which shareholders were able to consider and vote on company's activities as required by laws.  The company assigned Thailand Securities Depository Co.,Ltd. to send out a prospectus of the meeting and all relevant documents to the shareholders not less than seven days prior to the meeting so that the shareholders would have sufficient time to peruse information related to the meeting.  All shareholders whose names appeared in the Registry of the Shareholders on the date of the shareholders registration would receive the documents which include an agenda of the meeting, company's annual report, company's financial statement, and a letter of authorization to act on their behalf if they cannot attend the meeting.  These documents were sufficient to enable shareholders to decide on the meeting's items.  Apart from a mail delivery of the meeting invitation and relevant documents, the company published a meeting announcement to one Thai-language newspaper and one English-language newspaper three consecutive days and at least three day prior to the proposed meeting date.   
1.2 _ The Company disseminated the information related to the agenda of the shareholder's meeting on the company's website <http://www.amata.com> one month prior to the meeting.  The information on the website also clarified the rights of the shareholders in the meeting and the right to vote.
1.3 _ In case a shareholder could not attend the meeting in person, the Company allowed such a person to appoint a representative or the board of director to attend the meeting and act on his/her behalf.  A shareholder might use a letter of authorization sent with an invitation package or download an authorization form from the company's website.
1.4 _ Directors, management and the external auditor were encouraged to attend the shareholders meeting and answer shareholders questions. Nine of ten directors, which included the Chairman attended the meeting which accounted for 90% of the board members.
1.5 _ The meeting of shareholders was arranged to ensure that all shareholders were treated equally.  Each shareholder would have an equal opportunity to express his or her views, suggestions, and questions at each stage of the meeting with sufficient time before each decision was made.  In the meeting the Company also provided experts in each field under the responsibility of the Board of Directors to answer any questions from the shareholders.  The minute was recorded accurately and completely, and was concluded with the motions that were passed and the votes on each motion.  The meeting lasted approximately one hour and a half.

In 2009 AMATA encouraged shareholders to forward their questions with regard to the meeting agenda in advance to ir@amata.com or at facsimile number 0-2318-1096 in order that the shareholders could gain the most benefit from the meeting and that their rights would be fully observed.

2.  The Equitable Treatment of Shareholders
The Company is fully concerned to ensure an equitable treatment of shareholders, regardless of being a controlling shareholder, minority shareholder, shareholder who is also a board of director or management, institutional shareholder, or foreign shareholder.  The company provides several mechanisms to ensure an equitable treatment of shareholders especially with minority shareholders as follows:
2.1 _ All shareholders carry equal voting right in the meeting in accordance with the amount of the share holding.  One share is equal to one vote.
2.2 _ At the annual general meeting of the shareholders, the company sent proxy forms to the shareholders before the meeting. The contents of which agree with the specifications defined by the Ministry of Commerce, along with the notice of the meeting. The shareholders who are unable to attend the meeting are entitled to appoint a proxy to act on their behalf. Furthermore, the shareholders who arrive after the meeting commences have the right to vote on the issue on the agenda being discussed at that time and are entitled to vote and be considered part of the quorum for that agenda onwards unless the meeting sees otherwise.
2.3 _ The company policy is not  to include any additional agenda to the AGM unless it has been previously publishes to company’s shareholders to considered  in advance  of the meeting to insure adequate time for consideration before any resolution is proposed or voted upon.
2.4 _ The Company shall conduct an election for each individual committee.
2.5 _ For the convenience of shareholders, the company will provide an electronic system to speed up the process and insure transparency. The barcode will show each shareholder’s reference number which is included in the proxy form. In addition, for every vote, the company will collect the ballot paper from the shareholder in order to calculate the result of the vote. After the meeting, the shareholders are entitled to check the result.
2.6 _ In 2009, The Company has established clear and transparent procedures for shareholders to recommend AGM agenda and to nominate director candidates to the Board, which had been announced via the Company’s website and the SET. Minority shareholders who held minimum shares of 0.05 percent of total paid-up share capital either by one or several shareholders combined for at least one year were welcomed to direct their recommendations to the Board within the period of February 20- March 23, 2008.
2.7 _ The Board of Director sets the regulation to prevent Insider Trading by a member of Executive Committee and staff (including spouse and minor) who have access to information, as follows:
2.7.1 _The Company prohibits a member of Executive Committee and staff (including spouse and minor) who have access to information to buy or sell the company's securities within two weeks prior to the disclosure of the three-month financial statement and the annual financial statement.  The prohibition extends to the Blackout Period (24 hours after the financial statement disclosure).
2.7.2  _Any committee and staff who have access to non-public information which may affect the price of the company's securities shall be prohibited to trade the company's securities not until 24 hours after such information is disclosed to the public.  The Company also prohibits its executives and departments to disclose any nonpublic information to person outside company or person who is not in charge to prevent the misuse of such information.
2.7.3_ Board of director and executive, including spouses and minors who change an amount of his or her share holding must report to the Securities and Exchange Commission of Thailand within three days of the transaction date, in accordance with Section 59 of the Securities and Stock Exchange Act 1990.
2.8_ The Board of Directors has established a policy on conflicts of interest, namely that any business decision made by personnel at any level of the organization must be conducted only on the basis of the corporate interest.  All personnel must avoid financial or other relationships with outside parties that could have a negative impact upon corporate interests, loyalty to the organization, or its efficient operation.  Any person involved in a decision that could affect his or her interest must notify the company concerning the relationship or involvement with the decision in question and must not involve with such a decision, nor must he or she have any authority to approve it.  Such matters must conform to the rule that no conditions attached to them shall differ from conditions common to such transactions in anyway. 
It is a duty of the Audit Committee to advise the Board of Directors on the suitability of related-party transactions and conflicts of interest.  Both cases must be carefully discussed and must comply with regulations of the Stock Exchange of Thailand.  The information on these transactions must be disclosed in the Company's Annual Report and the Company Annual Transaction Report (Form 56-1)
 2.9 _ The company regulation enforces to every company’s directors and executives to declare their share ownership of the company in the Board of Director Meeting.

3.  The Role of Stakeholders
The Company regards the rights of all stakeholder groups to be important, no matter if they are inside or outside the company.  The company's area of concern extends beyond its customers, shareholders, and staff, to local community, society at large, and natural environment. 
3.1  Shareholders: _The Company is devoted to become a good agent of our shareholders.  The Company is conducting its business with the principle of transparency to increase corporate value over the long term, to provide good returns, and to equally provide information to all sides.
3.2  Employees: _The Company values its employees as the key to corporate success.  The Company also supports the development of its staff as a professional workforce by ensuring that the staffs equally get a good working environment and a fair level of remuneration.
3.3  Business Partners: _The Company maintains good relations with its business partners and strictly adheres to the conditions of the contracts with them to ensure mutual benefits between the company and its partners. 
3.4  Competitors: _The Company operates within the framework of fair competition.  The company will not damage its rivals' reputation without any evidence. 
3.5  Creditors: _The Company is strictly committed to fulfill all obligations to its creditors.
3.6  Customers: _The Company is determined to provide the utmost satisfaction and confidence to its customers to ensure that its customers receive the finest products and services at reasonable prices.
3.7  The Community and Society: _The Company is deeply concerned for the social safety, environment quality and society, and local community.  The Company fully and continually supports local community and social activities.  Also the Company strictly complies with all regulations and objectives behind regulations.
3.8  Environment : _Environmental protection is fundamental to the Company's industrial estate business due to the fact that well-developed industrial estate with high-quality facilities and effective environmental management will attract investors to locate their company in the area.  A cluster of factories with good facilities have proved to be environmentally sustainable and economically manageable than an unplanned industrial area.   The Company is proud to have received the ISO 14001 certificate from TUV Anlagentechnik GmbH, a certificate that indicates a high standard of environment management, for both of its estates since June 26, 2000.  Besides, the Company has been working to raise an environmental awareness of its staff in various ways especially many energy conservation activities in the workplace by promoting an economical use of energy to reduce greenhouse gas affect that will reduce a global warming situation.
3.9 Contact to Directors: _Stakeholders who wish to communicate directly with the Board of Directors, any committee of the Board or any individual director may submit their questions by:
• Sending an e-mail message to ir@amata.com
• Mailing a letter to: Board of Directors, Amata Corporation Public Company Limited
2126 Kromadit Bldg., New Petchburi Rd., Huaykwang , Bangkok 10320.
Company Secretary will be responsible for forwarding those communications to relating directors or the standing committee. Company’s accounting and financial statements, internal control, risk management and compliance will be forwarded to the Audit Committee.

4.  Disclosure and Transparency
In addition to the full disclosure of financial statement and other information to the public according to the laws punctually and right on time, the Company also discloses the following information to ensure its transparency:
4.1 _ Disclose accurate, complete and timely financial information and non-financial information.
4.2 _ Prepare the report of the Board’s responsibility for financial
statements and present it along with the Audit Committee’s report in an annual report.
4.3 _Require the company’s directors, executives, and their persons involved to disclose their interests in connection with those of AMATA.
4.4 _ Disclose detailed information on the operation and investment structure in subsidiaries and associates.
4.5 _Information on the committee's performance such as number of meeting attendance of each director.
4.6 _Remuneration of the directors which must be approved from a meeting of the Shareholders.  The detail of remuneration is disclosed in the section Remuneration of Directors in this report.
4.7 _Report from the Audit Committee.  The Audit Committee is responsible for an evaluation of financial statement and submits such a financial statement to the Board of Directors.  The Board of Directors is responsible for the financial statement of the company itself, and of the consolidated financial statements of the company and its subsidiaries.  These financial statements were prepared in accordance with generally accepted accounting principles and evaluated and certified by Mr. Narong Puntawong, a certified Public Accountant of Ernst & Young Office Limited.  All information, financial and non-financial, is disclosed on the basis of total and consistent accuracy.
4.8 _Disclose the policy on environmental and social responsibilities, including the operating results.
4.9 _The Company accepts any inquiry from the public through its Investment Relation Office.  In 2008, the Company participated in conferences organized by several institutions.  In addition, analysts, investors, stakeholders and others who are interested in the company's operation may make a company visit upon appointment to gain further information on company's operation and progress of projects.  

                All of the information mentioned above was disclosed to the public via the Securities and Exchange Commission or the Stock Exchange of Thailand, and the company's website in both Thai and English languages.

5.  The Responsibilities of the Board, Structure, and the Subcommittees
Structure of Board of Directors
The Board of Directors comprises of highly qualified and nationally well-known experts.  The Board and the Company Executives work in collaboration to decide upon company's policies, short-term and long-term implementation plans, risk management, and the company's overall picture.  The Board of Directors also has an important role in independently supervising, monitoring, and evaluating an overall operation of the company and the Company Executives in accordance with the company's plans.
Currently the Board of Directors consists of ten directors.  There are one Non-Executive Director, three Executive Directors as Directors of the Board, and six Independent Directors. This structure complies with the company's guideline which is stricter than the Securities and Exchange Commission's regulation.
Moreover, the Board of Directors appoints sub-committees to deal with particular issues and to report to the Board of Directors for approval.  Currently there are three sub-committees which are the Executive Committee, the Audit Committee, and the Nomination & Remuneration Committee.
The Company clearly separates the responsibility between the Board of Directors and the Company Executives.  The Board of Director is responsible in making the company's policies and overseeing the operation of the Company Executives.  The Company Executives manages the company according to the policies set forth by the Board.  Thus, the Chairman and the Chief Executive Officer is not the same person.

Nomination of Directors
The Nomination & Remuneration Committee is responsible for nominating highly qualified candidates to the Board of Directors to succeed directors whose terms have expired.  The Board of Directors then nominates the candidates to the shareholder meeting to be voted by the shareholders.  The nomination must be based upon a list of highly qualified candidates who are experts from various professions, have strong leadership, are visionary and highly ethnical with clean records, and possess independent minds.
The Company does not have an age limit for the candidate or a limit on numbers of company he or she may preside on the Board of Directors.  The company believes that age and numbers of company that the committee presides do not affect the committee's competency and skills as long as such committees fully devote their time and expertise to the company by making decisions and providing recommendations that meet the company's high expectations.  In addition, the company does not set term limits because the company firmly believes in the rights of the shareholders to consider the most qualified people to act on their behalf and to make the best decisions to oversee their company. 

Internal Control and Audit Systems
The Company is very much concerned with the appropriateness and adequacy of the internal control and auditing.  In 2008,The Board of Directors appointed Porama Consultant Co., Ltd. to be the Company’s internal auditor. The Company's audit committee met with the external and internal auditor to identify and correct the Company's internal control system.  The audit committee met regularly with the Board of Directors to report on the efficiency and effectiveness of the Company's internal control system.
In 2008, the audit committee is responsible for examining the company's financial reports and submitting them to the Board of Directors meeting No. 1/2009 dated February 20, 2009, that the company and its subsidiaries have conducted internal control efficiently to protect the misuse of the company's assets and as of December 31, 2008, no irregular transaction has been detected.

Risk Management
In 2008, the company has organized the working committee on Risk Management. The committees are composed with the management staffs of the company and its subsidiaries as Amata City Company Limited, Amata Facility Company Limited, Amata Water Company Limited, and Amata Summit Ready Built Company Limited including the risk management department manager. The COO of the company chairs the committee meeting which will be held twice a month. The committee will identify the risk in each department and will put them in order to manage and prevent the company from the possible risk.

Control of Information within the Company
The Company fully complies with the regulation of Securities and Exchange Commission and the Stock Exchange of Thailand.  The Board of Directors is deeply concerned with how to handle conflicts of interests among all sides with principles of deliberation, fairness, and transparency.  If a conflict of interest takes place, a resolution must be made upon careful deliberation.  Information of such conflict must be clearly disposed promptly to protect the interests of the company.
The Company will protect the confidentiality of its customers and shareholders, and maintain the customer's trust.  The Company keeps all of business confidentiality of its customers as confidential and will not disclose any customer's information without the customer's permission.  The Company set up a guideline and regulations to prevent the misuse of electronic information and data to ensure confidentiality of the customers and shareholders and the best use of electronic communication within the firm that helps the Company reduces the cost and enhances its productivity.  All misuse of information, including the misuses of information against the laws, inappropriate uses, uses against Business Code of Conducts, and unauthorized uses of information will result in severe penalty in accordance with the Company's regulation. The Company also prohibited any transaction of the Company's securities during the Blackout Period.  Such prohibition not only protects the rights of the shareholders but also prevents conflicts of interests.  Furthermore, the Company hired Thailand Securities Deposit Co., Ltd. to make a monthly list of Shareholders. 
To prevent conflicts of interests in the organization, the Company has a clear and transparent structure without an existence of any kind of shareholders agreement or legal syndication agreement among its shareholders.  Moreover, to prevent any interference of responsibility among the staff, the Company has a clear separation of responsibility between the Board of Directors, Management Office, and Shareholders.  A Director or Company Executive who has any vested interests with an agenda item in the meeting will not attend the meeting or will not vote to ensure the fairness of the decision of the Board of Directors and/or Company Executive and to ensure the best interests of the Shareholders.
The Company clearly discloses in its Annual Report structure of shareholding and numbers of common shares owed by the Board of Directors.

Meeting of Board of Directors
It is an important duty of the Directors to regularly attend the meetings of Board of Directors to be informed and to collectively make a decision upon the operation of the company.  There must be at least five meetings of Board of Directors a year.  Each meeting must have a set of meeting agendas circulated to the Directors prior to the meeting date.  Special board meeting can be arranged for an urgent issue. 
The Chairman and the Chief Executive Officer work together to set the meeting's agenda items and to consider proposals and opinions of Directors to be included as meeting's agenda items.
In 2008 there were six regular meetings of the Board of Directors.  All meetings were set in advance.  The Company sent out all documents for the meeting to the Directors in advance of the meeting date with sufficient time to review the documents for the meeting.
At the meeting, the Chairman as the chair of the meeting ensures the free discussion on the agendas among the directors.  A resolution must be passed by the majority of the meeting attendance.  Each director has one vote.  Any director that has a vested interest on the issue will not attend the meeting or will not vote on that issue.  The chairman of the board has an extra vote when there are an equal number of votes cast for a resolution. 
Company Executives may attend the meeting of the Board of Directors to inform the board relevant information and to be informed by the meeting the company's policies.  However, to ensure the autonomy of the board in making decision, the Company Executives and/or the Executive Directors as Directors of the Board may not be allowed to attend such meetings.
When the meeting ends, the Secretary to the Board of Directors is responsible for preparing the meeting's minutes and sending it to the Chief Executive Officer to certify with his signature for its accuracy.  The minute will be circulated to all directors and must be approved in the next meeting as the first agenda item.  In the meeting, directors may express their opinion to revise the minutes for more accuracy.
An approved minute will be classified as a confidential document and kept at the Company office.  The approved minute will also be kept with all meeting documents in electronic form for further enquiry and reference.

The Company Secretary
The Board resolved to appoint Mrs. Varaporn Vatcharanukroh as the Company Secretary responsible for organizing the meetings of the Board, committees, and shareholders. The Company Secretary is also in charged with preparing the minutes of the Board’s meetings, the minutes of shareholders’ meetings, and annual reports as well as filing documents as stipulated by law. The appointed Company Secretary is deemed by the Board to be appropriate as she is knowledgeable in managing company secretarial work.

Remuneration for Directors and Company Executives
The Company's policy on remuneration of the Board of Directors and Company Executives must be approved by the Meeting of the Shareholders.  The Company's policy is to set remuneration levels to ensure that the Board of Directors is fairly rewarded in return for high level of performance.  The Board of Directors will decide upon the remuneration of the Company Executives based on each executive's responsibility, individual performance, and the company's performance.
In addition to regular remuneration, the Company also pays extra remuneration for the Company Executives based on each executive's performance and the company's performance.  The practice of remuneration for the Company Executives also genuinely complies with the performance of the company's employees and the overall performance of the company. 

Knowledge Development
To improve effectiveness of all committees, the Company fully encourages members of the committees and company executives to attend training programs that are beneficial to their assignments and to meet with committees and company executives of other institutions.  The programs range from training programs of other companies, government regulatory agencies, and autonomous constitutional regulatory agencies such as executive programs of the Thai Institute of Director Association that the Securities and Exchange Commission requires that a director of a registered company must finish at least one program, i.e. Directors Certification Program
(DCP), Directors Accreditation Program (DAP) and Audit Committee Program (ACP).
To support the operation of the Board of Directors, the Company set up the secretary office to coordinate between directors and executive directors.  The secretary office also coordinates with the board on legal issues and regulations, oversees activities of the board, and enforces the board's resolution.