Corporate Governance Guidelines Relevant to the Board

Board Structure

Board Composition

The Board must be qualified, capable, accountable, and generally-accepted and must not have prohibited characteristics specified by the Public Company Limited Act.

Thaioil set a policy for the Board’s diversity in genders, skills, professions, and specializations, such as energy, petroleum and petrochemicals, accounting and finance, information technology and digital, and innovation and environment. The Board must consist of Independent Directors of at least one-third of all Directors and the number must be at least three. Independent Directors must also be fully qualified by the requirements of the Capital Market Supervisory Board as well as Thaioil’s Independent Directors’ qualification which is in consistent and stricter than the requirement of the Capital Market Supervisory Board.

To assure that the Board devotes their time and effort to perform their duties for the highest benefit of the Company, the Board established a policy on the number of listed companies that the Directors can serve, Thaioil’s Directors can serve no more than 3 listed companies.

Director Nomination Criteria

In selecting and considering an appropriate Director candidate, Thaioil invited minor and major shareholders to nominate a candidate which must obtain an approval from Thaioil’s Board.

The Directors must be fully qualified with the Public Company Limited Act and in compliance with Thaioil’s regulations, in which Thaioil will not bring diversity factors such as gender, race, ethnicity, country of origin or nationality as Directors’ qualification restrictions. Thaioil also values independence of the Directors, their conflict of interest, and their expertise. Thaioil developed Board Skill Matrix in accordance with the Board Diversity Policy to create a wide range of expertise in line with Thaioil’s strategic directions. Thaioil also searched and selected qualified Directors through the State Enterprise Policy Office’s Directors Pool and the IOD Chartered Directors.

Remuneration for Directors

It is Thaioil’s policy to compensate Directors reasonably to motivate and retain quality Directors or at levels comparable to industrial practices. Directors’ compensation is linked to each Director’s performance and responsibilities as well as Thaioil’s performance and benefits to the shareholders.

Directors tasked with greater responsibilities are paid more accordingly, and the Chairman of the Board and Chairman of the Board-Committees may likewise receive higher compensation than others. The Nomination and Remuneration Committee sets the remuneration principles and payment method, and presents it to the Board and the AGM for approval, respectively.

Director’s Performance
Assessment

Annually, Thaioil conducts the Board’s performance assessment in four forms, namely:

Board of Directors Assessment

Individual Director Assessment

Self-Assessment

Individual Director Assessment

Peer-Assessment

Board-Committees of Directors Assessment

Board-Committee members evaluate the work of the committee relevant to their positions only

All forms of performance assessment are divided into

roles, duties and responsibility,
structure and qualification of the board,
meeting preparations,
training and self-development.

Directors’ development

Thaioil encourages all directors to keep on learning as support for their improved performance. An annual visit to the refinery was also arranged to keep directors updated with the progress of key projects and the operations.

For new directors, Thaioil has arranged orientation sessions facilitated by high-level executives with knowledge of the business and business directions as well as related laws and regulations and other information required for their performance. A Welcome Package for TOP’s New Director, containing essential information, is prepared for each new director before assuming office.

Board Meetings

Board meetings are scheduled in advance each year so that the Directors can schedule themselves to attend. Normally, Thaioil held Board meetings on the last Friday of every month, totaling 12 Board Meetings per year. Meeting invitations.

draft of minutes of the previous meeting, and current meeting documents are delivered to Directors at least 7 days or at least 5 business days in advance of the Board meeting date, with exception to urgent matters. In the Board meetings, high-level executives are invited to attend Board meetings to provide additional relevant information and allow the Board to get to know them, which will be useful for the review of succession plans. During the meeting, Chairman of the Board serves as the Chairman of the Meeting, encouraging all Directors to openly discusses and express their opinions.

The Board sets a policy that requires no less than two-thirds of the total Board in attendance and vote counts to make a quorum, unless where there is an urgent need to conduct a meeting which may otherwise jeopardize Thaioil’s operation, or in the event of an urgent call for a meeting, or any other reasons where the Board deems appropriate.

Policies on the Board’s

Vested Interest Disclosure and the Purchase or Sell of Company’s Shares

To comply with the Capital market Supervisory Board’s Announcement, Tor Jor 2/2009, regarding the report on vested interests of Directors, executives, and related parties. Thaioil set a policy for the Directors and the first four high-level executives.

counting down from executives in managerial position, including those who held positions equivalent to all 4^th-level executive position and those who held executive positions in finance and accounting that are managers or equivalent, are required to report their changes in their interests to Thaioil and Subsidiaries from the first time theytook position, to review them quarterly, and update them annually. Such information is only used within Thaioil.

Thaioil required the Directors and executives, as defined by SEC, have a duty to report the intention to purchase or sell the Company’s shares either by self, by spouse, or by cohabiting couples, and minor child to the Company Secretary at least one business day in advance and report the Company’s securities holding changes to the SEC within three business days of the transaction date of purchase, sale, or transfer of Company’s securities date according to the rules and regulations of SEC. Under section 59 of the Securities and Exchange Act, the Board required the Directors to inform their shareholding information at each Board Meeting, along with disclosing shareholding information of the Directors and executives at the beginning of the year and year-end, and at any time when there are changes in their shareholding information in the annual report.