Part 2

Management and Corporate Governance

7. Securities and Shareholders Information

(1) Company Securities

  Company has registered capital for 303 Million Baht, paid-up capital
  303 Million Baht,

  divide into 303,000,000 common shares, value per share 1 Baht.

  ---------------------------------------------------------------------------
  Increase /                                                
  Decrease in                                               
  the past 6                                                
  years period                                              
  ------------ -------------- -------------- -------------- -----------------
  Month/Year   Paid Capital                                 

  Capital      Registered     Increased      After          Offer to…For…
  Registered   Capital        Capital        Increased      
                                             Capital        

  Paid         (Million Baht) (Million Baht) (Million Baht) 

  March 1992   30             30             60             To expand
                                                            business by
                                                            offering to the
                                                            existing share
                                                            holders 1 million
                                                            shares and sell
                                                            to the public 2
                                                            million shares

  July 1994    60             41             101            To expand
                                                            business by
                                                            offering to
                                                            existing share
                                                            holders 4 million
                                                            shares and sell
                                                            to staff 100,000
                                                            shares

  June 1999    101            25.25          126.25         To use for
                                                            current cash and
                                                            company fund to
                                                            increase the
                                                            insurance risk,
                                                            to sell to the
                                                            existing
                                                            shareholders in
                                                            the ratio 4:1

  May 2005     126.25         25.25          151.50         To pay dividend
                                                            as common share
                                                            of company in the
                                                            ratio 5 existing
                                                            shares to 1 new
                                                            share to the
                                                            shareholders

  May 2015     151.50         151.50         303            To pay dividend
                                                            as common share
                                                            of company in the
                                                            ratio 1 existing
                                                            shares to 1 new
                                                            share to the
                                                            shareholders
  ---------------------------------------------------------------------------

  Company has the investment in securities as follows :

  Trading securities 257,922,105.11 Baht

  Available-for-sale investments 1,847,233,631.86 Baht

  Held-to-maturity investments 397,680,937.92 Baht

  Other investments 3,720,650.00 Baht

  Total investment in securities 2,506,557,324.89 Baht

(2) Shareholders

  Major shareholders 10 lists (Data as of 22 June 2015)

+---------------------------------------------------+--------+--------+
| Shareholders                                      | Amount | Ratio  |
|                                                   |        | (%)    |
+---------------------------------------------------+--------+--------+
| 1.  Tungjaimun C o., Ltd.                         | 69,5   | 22.96  |
|                                                   | 70,840 |        |
+---------------------------------------------------+--------+--------+
| 2.  M.A. International Co., Ltd.                  | 68,3   | 22.57  |
|                                                   | 84,280 |        |
+---------------------------------------------------+--------+--------+
| 3.  Ms. Jiraporn Buranasombat                     | 18,2   | 6.02   |
|                                                   | 39,400 |        |
+---------------------------------------------------+--------+--------+
| 4.  BARCLAY BANK PLC, SINGAPORE                   | 15,0   | 4.98   |
|                                                   | 96,000 |        |
+---------------------------------------------------+--------+--------+
| 5.  Janephan Property Co.,Ltd.                    | 15,0   | 4.98   |
|                                                   | 82,648 |        |
+---------------------------------------------------+--------+--------+
| 6.  Ms. Janejira Asvatanakul                      | 12,6   | 4.16   |
|                                                   | 00,000 |        |
+---------------------------------------------------+--------+--------+
| 7.  Mr. Thepphan Asvatanakul                      | 12,6   | 4.16   |
|                                                   | 00,000 |        |
+---------------------------------------------------+--------+--------+
| 8.  Ms. Rojana Theravithayangkura                 | 9,4    | 3.12   |
|                                                   | 50,000 |        |
+---------------------------------------------------+--------+--------+
| 9.  Mr. Jiraphant Asvatanakul                     | 8,7    | 2.90   |
|                                                   | 81,128 |        |
+---------------------------------------------------+--------+--------+
| 10. Mr. Jiraphat Asvatanakul                      | 5,9    | 1.97   |
|                                                   | 54,400 |        |
+---------------------------------------------------+--------+--------+

(3) Dividend Payment Policy

  Company has the policy to pay the dividend not less than 40% of profit
  after business tax.

8. Management Structure

  8.1 and 8.2 names of Board of Directors and Executive Board

  1. Mr. Chalore Fengarom Independent Director and Chairman

  2. Mr. Mongkol Poa-in Independent Director and Vice Chairman

  3. Dr. Pisit Sethawong Independent Director and Audit Committee
  Chairman

  4. Ms. Pilai Piampongsan Independent Director and Audit Committee

  5. Ms. Pranee Phasipol Independent Director and Audit Committee

  6. Dr. Pises Bhuranasombat Director

  7. Mr. Jiraphant Asvatanakul President

  8. Mr. Thawan Viranont Advisor of CEO

  9. Ms. Sutepee Asvatanakul Vice President

  10. Ms. Sunee Theeravittayangkura Director and Company Secretary

Company has defined the Independent Director equal to the minimum
regulation of Securities and Exchange Commission and Securities Exchange
of Thailand. Independent Director will hold the share not exceed 1% of
all voting right share of company Not be an Executive Board member,
employee, staff, consultant. No blood relationship or spouse of
Executives. No business relationship. Having independent to work on
duty. Company has defined the policy for the Directors and Chief
Executive to inform the Secretary about stock trading at least 1 day
before the transaction. Company don’t have the Director or Executive has
become an employee or partner of external audit company that we are
using their services in the past 2 years.

Authority and Responsibility of Board of Directors and Executive Board

No. 1 There are not at least 7 members from the Board of Directors and
more than half of total member need to have residence in the Kingdom of
Thailand.

No. 2 Let share holder meeting elect directors as the following rules
and methods.

  (1) One share holder has the vote equal to 1 share per 1 vote

  (2) Each share holder must use all the vote having as (1) to elect 1
  person or several persons to be Directors but the vote cannot be
  separate or distribute to each one.

  (3) The person that gain the highest vote on descending order will be
  the one who was elected to be Directors equal to the amount of
  Director that should to have or should be elected at that time. In
  case of the second runner up has equal vote to the highest vote person
  has more than the Director amount that should have or should be
  elected at that time, Let the Chairman votes for the final decision.

No. 3 In every annual Ordinary Meeting, 1/3 of the Directors need to be
resigned. If the Directors number cannot be divided into 3 parts, the
resigning member will try to be the closet to 1/3. Director that must be
resigned in first year and second year after company registration has to
draw lots which one will resign. For later years onward let the longest
in charge Directors be the one to resign.

No. 4 Besides from term-wise vacate, Director will vacate when

  (1) Decease

  (2) Resign

  (3) Disqualify or forbidding characteristic of the law

  (4) Share holder meeting votes to vacate

  (5) Convicted by the court to vacate

No. 5 Any Director will resign from the position, need to submit the
resignation to the company. The resignation effective by counting from
the date that resignation reached the company.

No. 6 In case of the there is a vacant Director position by other
reasons, except from leaving by term, Board of Director elect a person
which qualified by regulation of the law to become Director

instead of the next Board of Directors meeting except the term of that
Director left less than 2 months. The person who replaces that vacant
position will be in the position just equal to the rest of term of that
vacant position. The resolution of Board of Directors according to the
first paragraph must combine with the vote not less than 3/4 of the rest
of Directors.

No. 7 Shareholders meeting may make a resolution for any of the Director
to leave from the position before end of term with the vote note less
than 3/4 of the share holders number which come to the meeting and has
the voting right and has the total stock count net less than a half of
all share holder stock number by the share holders come to the meeting
and has the voting right.

No. 8 Director can be or cannot be the share holders.

No. 9 Let the Board of Directors elect the one person to become
Chairman. In case of by the agreement of Board of Directors, they can
elect one or many Vice Chairman. The Vice Chairman will have the
responsibility according to the delegation of Chairman.

No. 10 In the Board of Director meeting, the member should be more than
have of all member. In case of Chairman cannot participate in the
meeting or unable to be on duty, if there is Vice Chairman let

the Vice Chairman become the Chairman. If there is no Vice Chairman or
exist but cannot on duty, let the Directors those come to the meeting
elect one to be Chairman in the meeting. The final decision of the
meeting is on majority vote. One Director will have one vote expect the
one who has the conflict of interest will have no right to vote in that
agenda. I the vote is equal let the Chairman in the meeting vote as a
final decision.

No. 11 For the Board of Director meeting call, let the Chairman or the
designated Director submit the letter of meeting appointment not at
least 7 days before the meeting date except in urgent case for the sake
of the company. The meeting call will be in other ways and the date can
be set earlier.

No. 12 Directors need to practice on their duty according to the law,
purposes, and regulation of the company including the share holders
meeting regulation.

No. 13 It is prohibit to Directors for operate business, be a partner,
or be a share holder in other juristic persons with the same state and
is a competitor with business of company excepted that was informed to
the share holder meeting before a promoted resolution.

No. 14 Directors must inform company without delay if there is a
conflict of interest in the contract with the company or being share
holder or hold debenture in more or less manner in the company or group
of company.

No. 15 Let the Board of Directors must set up a meeting once in every 3
months

- 2 Directors sign off together and seal with company stamp to result as
company obligation.

- Board of Directors may assign Director’s name as a authorized person
of company obligation together with company stamp.

List of Audit Committee

  1. Dr. Pisit Sethawong Audit Committee Chairman

  2. Ms. Pilai Piampongsan Audit Committee

  3. Ms. Pranee Phasipol Audit Committee

  4. Ms. Sirintr Nantaworaseth Secretary

Authority, duty, and responsibility of Audit Committee

Audit committee has duty as delegated from Company Board of Director as
following

1) Check up company to have the correct financial report and sufficient.

2) Check up company to have Internal Control System and Internal Audit
System that proper and effective and consider independence of Internal
Audit Unitใ

3) Check up the company to perform duty according to the law about
Securities and Securities Exchange Market

4) Consider to promote a person that has independence for doing
accounting audit duty of the company and propose the compensation of
that person including participate in audit meeting without management
party at least once a year.

5) Consider transactions that related or may conflict of interest, to be
in law and regulation of Securities Exchange of Thailand in order to be
confident that the transactions are reasonable and profit optimistic to
the company.

6) Provide auditing report and Audit Committee activities by publish in
the company annual report which that report need to be sign off by the
Audit Committee Chairman and at least combined with the following
information.

  (A) Comment about correction and completion to be a reliable of
  company financial report.

  (B) Comment about the efficiency of Internal Control System

  (C) Comment about obey the law of Securities and Securities Exchange
  Market, SET regulations or the law related to the company business.

  (D) Comment about the proper of Accounting Auditor.

  (E) Comment about transaction that may have conflict of interest.

  (F) Counting of audit committee meeting and each audit committee
  participation.

  (G) Comment or overall observation that audit committee was received
  from perform according to the Charter.

  (H) Other transaction consider that share holder and general investor
  should be acknowledge under the scope of duty and responsibility
  delegated from the Board of Directors.

7) Audit committee has responsibility to the company’s Board of
Directors according to the duties and responsibilities that was
delegated from Board of Directors meanwhile the responsibilities in all
kind of activities of company to people outside company still be the
company’s Board of Directors.

Board of Directors establish Internal Audit unit being a unit inside
company by having Director of Audit Department (Khun Sirin
Nantaworaseth) become the responsible person

  []

  8.3 Company Secretary

  To promote Company Secretary depends on consideration of Board of
  Directors in finding proper person responsible for this position. In
  Board of Directors meeting No. 3/2008 on 13 August 2008, we agreed to
  promote Ms.Sunee Theerawithayangkul to be in Company Secretary
  position and effected since 14 August 2008 onward until now.

  8.4 Directors and Executives Compensation

  Board of Directors consider and permit Directors and Executives
  Compensation before propose to approve from share holders meeting by
  compensation criteria is in the level as paid in the business.
  Suitable for duty and responsibility including having evaluation of
  performance every year and take the receiving results as a factor to
  consider the compensation in number.

A.  Company Directors receive compensation in term of attendance fee and
    bonus in the year 2015 are as following

  --------------------- --------------- ------------ ------------ --------- ---------
  Name                  Position        Meeting      Attendance   Bonus     Total
                                        Attendance   fee                    

  Mr. Chalore Fengarom  Independent     6/6          225,000      530,000   755,000
                        Director and                                        
                        Committee                                           
                        Chairman                                            

  Mr. Mongkol Pop-In    Independent     5/6          240,000      320,000   560,000
                        Director and                                        
                        Vice Chairman                                       

  Dr. Pisit Sethawong   Independent     5/6          180,000      370,000   550,000
                        Director and                                        
                        Audit Committee                                     
                        Chairman                                            

  Ms. Pilai Piampongsan Independent     4/6          180,000      370,000   550,000
                        Director and                                        
                        Audit Committee                                     

  Ms. Pranee Phasipol   Independent     5/6          135,000      -         135,000
                        Director and                                        
                        Audit Committee                                     

  Dr. Pises             Director        2/6          -            210,000   210,000
  Bhuranasombat                                                             

  Mr. Jiraphant         President       6/6          -            210,000   210,000
  Asvatanakul                                                               

  Ms. Sutepee           Vice President  6/6          -            210,000   210,000
  Asvatanakul                                                               

  Mr. Thawan Wiranont   Vice President  6/6          -            210,000   210,000

  Ms. Sunee             Director &      3/6          -            210,000   210,000
  Theerawittayakul      Secretary                                           
  --------------------- --------------- ------------ ------------ --------- ---------

*No other compensation

B.  Company Executive from Department Manager level onward of the
    company total 25 persons received compensation in term of 2015
    salary and bonus 58,618,200 Baht

  8.5 Human Resources

  In 2015, we have all employee as 586 persons, compensation in the form
  of salary and bonus 257,258,967 Baht including provident fund
  11,057,022 Baht.

  -------------------- --------------------------- ----------- ------------ ------------
  The Share holding of                                                      
  Directors and Top                                                         
  Managements in 2015                                                       

  Name                 Position                    January     July         December

  Mr. Chalaw           Chairman                    -           -            -
  Fuangaromya                                                               

  Mr. Mongkol Pawintra Vice Chairman               320,000     640,000      640,000

  Dr. Phisit           Chairman Of the Audit       -           -            -
  Setthawong           Committee                                            

  Mrs. Pilai           The Audit Committee         -           -            -
  Piamphongsant                                                             

  Mrs. Pranee Phasipol The Audit Committee         -           -            -

  Dr. Pises            Director                    9,199,692   18,399,384   18,399,384
  Buranasombat                                                              

  Mr. Jiraphant        Director and CEO            4,390,564   8,781,128    8,781,128
  Asvatanakul                                                               

  Mr. Thawan Viranont  Director and Advisor of CEO 9,000       18,000       18,000

  Mrs. Sutepee         Director and Executive Vice 2,362,692   4,725,384    4,725,384
  Asvatanakul          President                                            

  Mrs. Sunee           Director and Company        9,000       18,000       18,000
  Theravithayangkura   Secretary                                            

  Ms. Sirintr          Advisor of CEO              53,820      107,640      107,640
  Nuntavoraset                                                              

  Mr. Suraphong        Executive Vice President    238,020     476,040      476,040
  Theravithayangkura                                                        

  Mr. Praphid          Executive Vice President    25,132      50,264       50,264
  Dhiraprayudti                                                             

  Mr. Krailoes         Executive Vice President    -           -            -
  Hanvivadhanakul                                                           

  Mr. Lucius Antoine   Executive Vice President    -           -            -
  Julien Maria                                                              
  Heijstee                                                                  

  Mr. Pimol            Vice President              -           -            -
  Chantaveerakul                                                            

  Mr. Somkrit          Vice President              -           -            -
  Suracheevakit                                                             

  Ms. Onanong Nonejuie Vice President              251,604     503,208      623,805
  -------------------- --------------------------- ----------- ------------ ------------

9. Corporate Governance

  9.1 Performance report according to the good business control.

1.  Shareholders right

  Company Board of Directors has aware of important of business control
  by defined policy and operation direction which emphasize on control
  system and internal audit system include Executives control to operate
  by follow the rule and regulation effectively.

  Company gives the importance and respects the right of shareholders by
  follows rules of law. In 2014 company has set up the share holders
  ordinary session on 8 April 2015. There are 6 Directors attend the
  meeting by assigned to Securities Exchange Depository which is the
  registrar of the company become the sender of meeting invitation
  letter to the share holder in advance for 7 days. Chairman in the
  meeting was given an opportunity to the share holders an equal right
  to check up the company’s operation, question, and show their opinion
  which was recorded in the minute of meeting.

  2. Perform equally to the share holders.

  In the shareholders ordinary session for the share holder who
  inconvenience to join the meeting my themselves, company propose to
  authorize the Chairman or the Independent Committee to participate in
  the meeting and do a instead vote. For the internal information
  protection measure, the Board prohibited the Directors and Executives
  to do the stock trading in 1 month period before Financial Statement
  Publishing. During the past year Committee and Executives as strictly
  perform as the policy. No appearance of trading in that period
  including not allow the executives or business unit to acknowledge the
  internal information, reveal information to external person or person
  no related duty according to the detail revealed in the topic of look
  after of using internal information.

  3. Role of Stakeholder

  Company sees an important to stakeholder right both internal and
  external such as employee, share holder, trading competitor, and
  society. Because of the company foresee the support from stakeholder
  which will make the success and advance to the business.

  4. Information reveal and transparency

  The Board of Directors is the one who responsible for Financial
  Statement of company. Financial Statement will be made up according to
  the Accounting Standard certified by overall in Thailand. By using
  Accounting Policy that suitable and practice in a regular way and
  carefully use discretion and good estimation in the making. Including
  enough information reveal in the remark combined to the Financial
  Statement.

  The Board of Directors provide the company to have Internal Control
  for making sure that accounting information keeping is correct and
  complete together with establish the Audit Committee which includes
  member that not an Executives to be the person responsible for
  financial report and Internal Control System by represent the report
  of Audit Committee in the Annual Report.

  Company has defined a clear policy of committee compensation. The
  compensation will be at the same level in the industry and high enough
  to retain the member that has the qualification as required which was
  approved from the share holder meeting. In the part of compensation to
  the Executives will follow the principle and policy that defined by
  Board of Directors which related to the company performance outcome
  and performance of each Executives. Financial compensation was
  identified in the page 26 but not reveal the compensation of the
  member that is the Executives in the part of being received from
  become other company committee because it is not the company
  information.

  Board of Directors are aware of company’s information that affect to
  the decision of investor and stakeholder of company. Then, we focus
  and practice with the Executives about information reveal that
  complete and reliable.

  5. Responsibility of Board of Directors

  There are 10 members of Board of Directors combined with 4 members
  that is executive, 1 members that is non-executive and 5 independent
  members. In the part of Chairman is independent member. No any
  relationship with the management part and the same person with
  President. For duty separation to define the policy of control and
  routine management, the company just only has the Executives committee
  and Audit committee which has assigned member and responsibility in
  detail at page 20 - 23

  Committee has set up the meeting every 2 months by clearly define the
  agenda in advance and has the routine operation result follow up
  session. Company Secretary Department has organized meeting invitation
  letter with meeting agenda and documents before the meeting for 7 days
  to have the committee study the information before go to the meeting.
  The meeting will take about 2 hours and was noted down in writing and
  keep the past minute of meeting that was accepted from the committee.

  Company foresees the important of Internal Control System both in the
  management level and operation level. Then, we have defined the duty,
  operation authority of management and operation in the form of
  writing. There is the control of company asset usage to create
  benefits and duty separation of operation, controller, and including
  evaluation to create a cross check mechanism between each other in an
  explicit way. Company has the Internal Audit department responsible
  for audit the main working operation and financial activity of company
  that it was perform in the way that was defined. Abide by the law and
  regulation that related to the company (Compliance Control). Committee
  was assigned the Internal Audit to report directly the audit result to
  the Audit Committee and receive evaluation result from the Audit
  Committee for having independent to the Internal Audit and enable to
  fully perform the audit responsibilities.

  9.2 Recruiting and Promoting Committee and Executives

  For this, we are not pass it to the recruiting committee in the
  Committee and Executives Recruiting.

  9.3 Look after the internal information usage.

  Company defined that Accounting information must be secret in the
  responsible department. It will not reveal to the management that is
  not related before the financial statement will be published to the
  public.

  9.4 Account Auditor compensation

  Ernst & Young Office Co., Ltd. is the well known company and accepted
  in international level that agreed from The Securities and Exchange
  Commission and take part in giving advisory to the Office of Insurance
  Commission in starting to use Risk Based Capital (RBC) including the
  accounting audit experience to other disaster insurance company. Even
  more, there is no relationship and/or conflict of interest between
  auditor and the company/executives/major share holders. In fiscal year
  of 2015, the Accounting has the compensation of account auditor
  totally as 1,610,000.- Baht with the following detail:

  1. Annual audit fee 660,000.- Baht

  2. 3 quarter accounting review 450,000.- Baht

  3. RBC transaction audit second quarter 150,000.- Baht

  4. Annual RBC report review fee 350,000.- Baht

  Other services : None

10. Social Responsibility

Thaivivat Insurance took into account the issue of social responsibility
through the characteristics

of its business, i.e., the loss insurance as well as the company’s
vision and mission which formed a key

factor in determining the operating results economically, socially,
environmentally towards interested parties

at various levels. Furthermore, the opinions of the shareholders were
also taken into consideration for

appropriateness in further formulating the corporate social
responsibility as follows:

  Vision -Being the security for most of Thai people who trusted the
  Company by choosing

  to use the service.

  Mission -Development of the organization to strong financial standing
  and management based

  on good corporate governance.

-   Development of the products to be more cost-effective enabling the
    reduction of risks and alleviation of loss of the public
    appropriately.

-   Development of service to good standard, thus fairly enhancing the
    customer satisfaction and trading partners.

+---+-----+-------------------------+----------------------------------+
| I | V   | Social and community    | Responsible to consumers         |
| m | ery | development             | (production and service)         |
| p | imp |                         |                                  |
| o | ort | Respect for human right | Operate business with fairness   |
| r | ant |                         |                                  |
| t |     |                         | Anti-fraud                       |
| a |     |                         |                                  |
| n |     |                         | Disclosure of information and    |
| t |     |                         | report                           |
| f |     |                         |                                  |
| o |     |                         |                                  |
| r |     |                         |                                  |
| i |     |                         |                                  |
| n |     |                         |                                  |
| t |     |                         |                                  |
| e |     |                         |                                  |
| r |     |                         |                                  |
| e |     |                         |                                  |
| s |     |                         |                                  |
| t |     |                         |                                  |
| e |     |                         |                                  |
| d |     |                         |                                  |
| p |     |                         |                                  |
| e |     |                         |                                  |
| r |     |                         |                                  |
| s |     |                         |                                  |
| o |     |                         |                                  |
| n |     |                         |                                  |
| s |     |                         |                                  |
+---+-----+-------------------------+----------------------------------+
|   | Imp | Use of resources        | Care for personnel ( fair        |
|   | ort | (management of          | treatment of labor)              |
|   | ant | environment)            |                                  |
|   |     |                         | Corporate good governance        |
|   |     |                         |                                  |
|   |     |                         | Risk management                  |
+---+-----+-------------------------+----------------------------------+
|   | Imp |                         | Very important                   |
|   | ort |                         |                                  |
|   | ant |                         |                                  |
+---+-----+-------------------------+----------------------------------+
| I |     |                         |                                  |
| m |     |                         |                                  |
| p |     |                         |                                  |
| o |     |                         |                                  |
| r |     |                         |                                  |
| t |     |                         |                                  |
| a |     |                         |                                  |
| n |     |                         |                                  |
| t |     |                         |                                  |
| t |     |                         |                                  |
| o |     |                         |                                  |
| T |     |                         |                                  |
| h |     |                         |                                  |
| a |     |                         |                                  |
| i |     |                         |                                  |
| V |     |                         |                                  |
| i |     |                         |                                  |
| v |     |                         |                                  |
| a |     |                         |                                  |
| t |     |                         |                                  |
| I |     |                         |                                  |
| n |     |                         |                                  |
| s |     |                         |                                  |
| u |     |                         |                                  |
| r |     |                         |                                  |
| a |     |                         |                                  |
| n |     |                         |                                  |
| c |     |                         |                                  |
| e |     |                         |                                  |
+---+-----+-------------------------+----------------------------------+

Fair Business Operation

The company was aware of company data that it had effect on the
decision-making of investors and

interested parties of the Company, it therefore emphasized the
disclosure of correct, complete, reliable

key information about the company to the public; both of the financial
information and non-financial

information according to the requirements of the SET in timely manner in
the Form of Items of Annual
Data (Form 56-1) and the Annual Report via the website of the company to
enable persons concerned to

access the information on an equal basis. Thaivivat Insurance PLC took
into account equality, fairness,

avoidance of taking unfair advantage and the honesty in running the
insurance business through protection

of the interest in collaboration with persons involved who would be
treated fairly in the course doing

business by strict compliance with the law and rules jointly formulated;
espousing business ethics in doing

business, not demanding for, not receiving and distributing any interest
in bad faith in trading with the

trading partners according to the principles of good governance.

In 2014, we restructured our structure. The Compliance Department was
established under control of

the Benefits Department as a center of compilation and tracing data and
information of relevant internal

and external regulations. The regulations are translated and/ or
summarized for benefits of company’s

departments and personnel to comply with those relevant regulations.
Moreover, an internal audit unit

was set up as an independent organization, to report directly to the
Audit Committee and the Company’s

Board of Directors, to have the duty to audit, review internal
activities, operations within the company;

to provide counseling, propose opinions and advice on remedying,
improving the operation properly

and efficiently.

Anti-Corruption

The company had planned the development of policy and operation in the
aspect of anti-corruption effort as well as the arrangement for the
review and audit of the transparency and efficiency of work continually
on a yearly basis; the creation of confidence that the operation was in
accordance with the established operational steps and work performance
standard. This was to show that it was the company actually fitted with
the anti-corruption system. Preliminarily, the company launched the
policy and principles of practice in an anti-corruption effort as a
basis of corporate anti-corruption campaign.

1.  Definition of Corruption

It means an unlawful practice or an omission of practice in the job
position or duty; the violation of the law, regulation or the policy of
the Company to seek unreasonable interest in various forms such as the
offer of bribes (the offer of bribe is the offer, the promise or the
delivery including the demand for or acceptance of interest related to
money or other interests, whether directly or indirectly, as to secure a
business or to maintain or introduce the business to the Company.

2.  Anti-corruption Policy

The company does not accept the corruption and the offer of bribes of
all forms and had already declared its intention to participate in the
united front of operation of Thai private sector in taking collective
action against corruption. Simultaneously, the company formulated the
guidelines for anti-corruption internally within the company. Under the
guidelines, the directors, executives and members of the staff would not
nor give support to the corruption under any circumstance and would
strictly observe the anti-corruption measures as well as the
availability of the work plan to communicate to all interested parties
both inside and outside of the company to be informed widely of the
anti-corruption measures.

3.  The Code of Conduct

Company’s personnel shall not act or involve in corruption and bribery
directly or indirectly. In addition, they have duties to observe the
Anti-corruption Policies, Good Corporate Governance and Best Practice,
Business Ethics, and other relevant requirements. Meanwhile, the company
has organized a process of human resources management reflecting our
commitment to corruption crackdown. Any person against corruption will
not be punished, demoted to lower position, or receive negative effect,
even though the Company may lose business opportunity. At the same time,
we have explicit communication process and training our personnel at all
levels to have understanding and knowledge about anti-corruption
policies and measures, complaint/ clue report channels and
whistle-blower protection, and punishment for negligence to corruption
or incompliance as well. In addition, we have communicated these
policies and measures to all interested persons, business partners, and
public through various channels.

Donation to charity

-   The company gave support to the community, social and environmental
    development as to develop the quality of life of people in society
    through business operation or donation; but it must be for public
    charity only. It would not be used as a claim for offering bribe.

-   Making donation to a charity and support fund must be transparent
    and lawful with clear evidence in consistent with the regulation of
    the company.

Business relationship

-   Adhering to and treatment of customers, trading partners, suppliers
    with “honesty and fairness.”

-   Promoting publicity among those business contacts in relation to
    anti-corruption policy of the company.

-   Not demanding for nor giving to or promising to give things of value
    to customers, trading partners, suppliers, government organizations,
    the State agencies or to any persons as to persuade them to commit a
    breach of professional duty except a gift of value not exceeding
    3,000 Baht customarily and culturally given as the occasion would
    warrant without approval from a member of staff who had the power to
    order the payment together with the evidence related to the said
    work and must be able give an explanation regarding various actions
    both internally and externally.

-   The company did not have a policy to give to or accept property or
    articles of value[1] from customers, trading partners, suppliers or
    any person as to accord convenience, to be used as security or to
    accelerate certain action which were routinely done by the officer
    of the company or trading partners or must be done as the duty.

Political Support Fund

-   Thaivivat Insurance PLC is a business organization of political
    neutrality; it espouses observance of the law and embraces the
    democratic form of government. The company does not have a line of
    practice to give support to any political party, whether directly or
    indirectly.

-   Personnel of the company have the political right and freedom under
    the law; but will not do anything that results in the company losing
    it political neutrality or is prejudicial due to political
    participation.

-   The company and its personnel do not donate a fund in support of any
    political party, a politician, a political candidate or an
    organization or any person who are politically affiliated as a means
    to offer a bribe.

4.  Whistle-blowing policy and audit

The company encourages the reporting of clues or the whistle-blowing in
the event of violation of the law, breach of ethics or behavior
indicative of dishonesty or fraud of personnel in the organization by
introducing the policy on “whistle-blowing” for practice as follows:

Channels for reporting clues or whistle-blowing

  Letter Ms. Nantawan Arunpiriyakul (Recovery & Corporate Admin
  Department)

  Thaivivat Insurance Pcl.

  71 Dindaeng Road, Samsen Nai Sub-district, Phyathai District,

  Bangkok 10400

  E-letter Nantawan_aru@thaivivat.co.th

  Telephone 0 2695 0800

Process for protection of the informant of clues

-   Work unit receiving the complaint must proceed with the reporting in
    confidence

-   The company introduces the safety protection for who are the
    informant of the information in relation to the whistle blowing in
    good faith against harm or trouble as a result of filing complaint,
    being a witness or providing the clues on fraud.

[]The structure of auditing

The Audit Committee

-   To audit and review to ensure that the Company has a good, adequate
    corporate governance in consistent with the policy, requirements and
    the law concerned.

-   In the course of performing duty, if it is found or there is a
    suspect that there are items or actions which may have impact of
    material importance on the financial standing and the operating
    results of the Company including fraud, the Audit Committee would
    report to the Company’s Board of Directors for improvement and
    remedy within the time frame as the Audit Committee deemed
    reasonable.

  Audit Department

-   It is an independent unit reporting directly to the Audit Committee.
    It has the duty to audit the work performance of every work unit to
    ensure consistency with the established procedure as well as to
    assess the efficiency and adequacy of the internal control by
    adhering to the principle of good corporate governance.

Respect of Human Rights

The respect for human rights and value appreciation of being a human is
the fundamental of human resource development that is the key in the
business development and creating the business sustainability. The
company had joined in the accelerated promotion of equality of human
rights among various tribal people in society consistently. In 2014,
various activities were organized to promote equality in education
comprehensively envisioning that the creation of human resources with
potential in knowledge, skill, ability, virtue played a key role in
building stability and sustainable development of the country. The
company envisioned those group of people with sight disability with an
access gap to education, therefore, various activities were organized to
enhance the education quality.

Happiness to Ban Kru Noi’s children

Thaivivat Insurance Public Company Limited arranged activities with the
children in the care of Ban Kru Noi Foundation. The children are
socially disadvantaged and they lack of opportunity in education due to
the expense of the foundation is very high, so some of children are not
supported. The company saw this matter, so we took part in assisting by
participating creation activities to give the children joy, happiness
and souvenir. The company also joined the scholarship donation for the
children who are disadvantaged in education at Ban Kru Noi, Ratchaburana
on February 28, 2015.

Fair Treatment of Labor

Personnel are valuable resource who must be cared for and their ability
upgraded for readiness to perform

the duty efficiently. The Company therefore attaches importance to the
development of staff at all levels as to enhance the knowledge, ability,
skill, creating good attitudes by attaching the importance to developing
the body of knowledge in terms of technical knowledge, soft skills by
means of both internal training within the company and with various
external organizations. Moreover, the company has yet introduced a
policy in determining fair remuneration with assessment of work
performance at least twice a year and to follow up on salary rate
movement as to formulate correct, suitable salary in terms of incentive
and welfare benefits. Besides the exercise of leave-taking and annual
leave.

Members of staff and personnel of the Thaivivat Insurance PLC when
having satisfactorily passed the probation would be placed in employment
as a regular employee and would receive remuneration and are entitled to
various fringe benefits from the Company as follows:

Welfare for Better Quality of Life

-   Medical treatment

Besides taking out social security insurance for every member of staff
to accommodate the entitlement to medical treatment in accordance with
the labor law, the Company has arranged for the availability of a nurse
team to provide first-aid care and diagnosis for referral in the case of
serious illness as welfare for staffs at the head office which most
staffs are working. In case of accident, they also get the cost of
medical treatment.

-   Provident Fund

The company also introduced a policy for every member of the staff to
have savings for use after they leave the employment of the Company by
means of establishing the Provident Fund for employee who having worked
for 3 years consecutively to be eligible for membership. A member of the
Provident Fund contributes

5 percent of the staff’s monthly salary to the Fund on a monthly basis
and the Company contributes at the rate of 7.5 percent of the staff’s
monthly salary on a monthly basis. This Provident Fund is managed by the
Fund Management Company as the Fund manager.

-   Loan welfare

Personnel of the company will be entitled to obtain a loan from the
company after having been placed in employment for not less than 1 year.
The seeking of loan will be for the following purposes.

1.  For medical treatment of the employee and his/her father’s.

2.  For education

3.  For purchase of residence

-   Accident insurance is taken out for the welfare of the employee. The
    company has taken out personal accident insurance coverage for
    members of the staff in the event of deadly accident as to alleviate
    the burden of the staff’s family.

-   Annual health check-up

The company provides free annual health check-up by medical team from
leading hospital, for every personnel on a voluntary basis. The annual
staff health check-up for 2014 took place on 24 June 2014.

Employees’ benefits and Development

Thaivivat Insurance Public Company Limited provides training to develop
the proficiency of staffs constantly to improve insurance knowledge and
other required skills for insurance operation and services. Currently,
the company has developed human resource development strategic plan over
the long term to be based properly and continuously that will inspire
staffs to have mutual goals and understanding. The staff performance
goals will be set individually to relate to the company goals that would
lead to the sustainable growth of the company.

In 2015, the company has appointed Brand Ambassador to be trained on the
leadership skill. The main task of Brand Ambassador is to be the
representative of the corporation by hosting events and publicizing news
and information to all departments. This project also encourages staffs
to be confident and have leadership for their further
personal-development in other aspects. The Brand Ambassador will be
changed every year to allow staffs to participate in other different
projects.

The company provides initial staff training for new staffs every year in
the course of “Corporation and Products”. This training is the
orientation to get the staffs to know the corporate culture, adjust
their attitude and understand working behavior expected by the company.
It also provides trainings on various topics as follow;

- Regional human resource development project for claim by Claim
Department - Thaivivat Insurance Public Company Limited

- Strategic thinking and applying skills development by En-Training

- Positive attitude creating for success in work and teamwork by Dr.
Vilas Duang Kamnerd

- Harmonizing - brainstorming for international business by Institute of
Human Resources Development

Besides, our staff had participated in several knowledge and skill
trainings held by other organizations. In 2014, we sent our staff to
join trainings or seminars regarding to their jobs at average 11 hours
per person. The major trainings or seminars in 2015 are:

- Coaching for the manager by Thai General Insurance Association

- Get to know insurance business by Thaire Training Company Limited

- I4 ASP.NET 4.5, Nonthip PC by Computer Institute, Rangsit

- Organization knowledge management by Thai General Insurance
Association

- Tricks for negotiation with employees by Asian Business Training
Company Limited

- 12th Thailand road safety seminar “Next steps : The second half of
decade of action for road safety 2015-2020” by Road Safety Group
Thailand

- Accident investigation batch #6 by Thai General Insurance Association

- Network & Security Engineering for AEC Course by 9IT Limited
Partnership

- Insurance management development program (IMDP 21) by Thai General
Insurance Association

- International cargo insurance by Thai General Insurance Association

- Investment department custodian of life insurance/ General Insurance
Company (Batch#3) by Thai General Insurance Association

- 2nd debt collection act B.E.2558 and guideline for overdue claim by
Thai General Insurance Association

Participation in opinion expression

In 2015, the company applied the concept of creating the corporation of
happiness, which was the process of intentionally and strategically
developing human resources, in line with the corporate vision to allow
the corporation to be competent and ready for any changes. The concept
would lead the corporation into the sustainable growth and develop the
operation continuously.

The company also provided communication channels to make a good
relationship between the corporation, directors and staffs at all levels
through various channels, such as Intranet system, radio broadcasting,
notice, monthly/ annual meeting and so on.

Safety at work

Thaivivat Insurance PLC is concerned for the well-being and safety of
its personnel. It is deemed that the said matter reflects on a good
quality of life and is one of the factors that promote work performance
with efficiency, with confidence in engaging in various activities. The
company makes an advance preventative planning correctly and
appropriately. The most importance is preventive action has been taken
and a campaign to impart knowledge has been launched in the matter of
fire prevention and fire drill is carried out every year, including the
preparedness check on fire equipment and fire alarm system have been
carried out regularly. This is to ensure that the personnel are informed
of practical guidelines and to face up to the real situation that may
happen. In 2015, the company organized a fire prevention training which
took place. Resource persons from Suthisan Fire Station, Fire Management
Division 3, Fire & Rescue Office, were invited give a talk on basic
knowledge about category and cause of fire; on what to do in case of an
outbreak of fire and on basic fire-extinguishment. As for the fire drill
for 2015, it was organized on 4 November 2015 at Thaivivat Insurance
Building under the supervision of fire officers from Sutthisan Fire
Station.

Responsibility To Consumers

Thaivivat Insurance PLC is determined to create satisfaction in the
product and assurance in service to the insured with responsibility to
the insured that the insured receives good, quality service at suitable
price in accordance with the supervisory criteria of the Office of the
Insurance Commission (OIC). That is, the format and the text in the
insurance policy must be consistent with the rate of insurance premium
and have the clear meaning as well as the definition being used must
correct according to technical principle as to preclude the problem of
legal interpretation in the claim complaint by using premium rate that
is suitable and approved by the registrar.

In addition, there has been various developments, improvements on the
format of the insurance as to suit the changing need of Thai society as
well as continual development and improvement on service in tandem with
the changing technology as to create convenience, speed in providing
service to the insured.

Service in compensation

The company has formulated a policy in relation to the payment of
compensation to ensure speedy and capable of helping the people
substantially as OIC regulation. The company has introduced innovation
and new technologies to be adapted to the insurance service work with
application of e-claim system to the service in full management of
compensation to enhance the efficiency, facilitating the speed for the
customer who met with the accident. Now, the company has opened 21
branches to provide service in compensation countrywide.

Thaivivat Mobile Application

Company considers vital roles of mobile phones in modern daily life;
mobile application is therefore developed to provide integrated online
services for company’s insured. The application named Thaivivat
m-station has several major functions including accident hotline which
the users can contact us without dialing telephone numbers and also
indicate coordinates of accident with GPS. Hence, it reduces service
time, enhance customer satisfaction. In addition, the application can
locate nearest hospitals and garages, premium payment for policy
renewal. This application is available for both IOS and Android.

Development of various channels to buy insurance

In the aspect of service, the company has developed the channels to
access the insurance product and the development of service quality of
various insurances consistently. The company has developed various
channels of buying the insurance to enable the consumers to access
conveniently, that is, via the counter in the department store, via the
counter service in the convenience store countrywide, via the website
thaivivat.com.

Communication channel

The company has many ways of contract for customers, partners,
stakeholders and other people to access to our product and service
information or to make a complaint equally. Our website is
www.thaivivat.co.th and our telephone number is 02-695-0800.

Other services

-   The customer relations center to provide convenient to the public in
    the style of One Stop Service. There will be available expert
    personnel to provide advice, to help create understanding, to solve
    basic problem and to follow up on various problems of the people to
    ensure proper care and remedy efficiently. Besides, various pieces
    of information on problems found will be used as a basis for
    improvement on service and development of work performance of the
    company.

  Customer Relations can be reached at telephone number 02-695-0800 in
  office hours (Monday - Friday at 8.00-18.00 hrs.) Fax. 02-695-0808,
  mail (71 Dindaeng, Samsennai, Phayathai, Bangkok 10400), website
  www.thaivivat.co.th and facebook www.facebook.com/thaivivat.

-   Roadside assistance service. It is the service provided to the
    insured of motor vehicle in the event of the car breaking down en
    route. The company’s staff are available to give technical advice to
    remedy the situation including the mechanic service outside of the
    premises to provide assistance at the point of accident 24 hours.

MANAGEMENT OF ENVIRONMENT

The company is determined to conserve society and the environment by
means of doing its business under the code of ethics and good corporate
governance in tandem with care and attention given to society and the
environment that leads to sustainable development in spite of the fact
that Thaivivat PLC is not in the industrial sector that necessitates the
use of natural resources in the production comprehensively; but it
cannot be denied that the company has used the natural resource in the
aspect of energy and various resources to drive the business. The
company therefore attaches importance to create the awareness of using
energy and the company’s personnel resource economically and
cost-effectively as well as the awareness of the commitment to care for
the environment and the personnel of the company.

Environmental focus is one of the company’s attentions because of the
invaluable benefits of an integrated biodiversity and ecological for
peaceful human living and national resources that is important to the
sustainable development of local communities and Thailand. In 2015, the
company sponsored the activities of Nation Bike Thailand Project by
Nation Broadcasting Corporation Public Company Limited to invite people
to reduce global warming and pollution by cycling. The company also
sponsored travel insurance with the liability limit of THB 1,000,000 to
the lucky winner who joined the event.

Joint community and Social Development

The community and social development is a key composition of sustainable
business development. Currently business development and investment at
Asian regional level call for business to consider more social
responsibility. It is imperative to realize importance to the community
and social development as an advantage and sustainability composition in
doing business as to prepare for entering into doing business at the
level of Southeast Asia Region. In 2014, the company operates the
business by considering community and social development as follows:

Micro-insurance

Thaivivat Insurance PLC has carried out the work for community and
social development in accordance with the policy of the Office Insurance
Commission (OIC) in the Insurance Development Plan No 2 (2010-2014). In
particular, on the part of enhancing confidence, the awareness of the
importance of insurance and the access to the insurance system by the
people at all level. Since suitable insurance plays a role in the
stability of the quality of life of the people which is the
participation in important development of Thai society.

The company has provided service in insurance in various, distinct
formats taking into account the needs of the people which are changing
in tandem with social and economic situation. The company has a policy
to promote micro-insurance with simplified coverage, economic premium
rate that can be easily accessible to the public at all levels with
extensive channels. These insurances are as follows :

1.  Cancer Micro-insurance It joins with counter services under the All
    Insurance Project, for 2^(nd) year, which emphasizes public access
    to sale of micro-insurance by selling via the counter service with
    over 6,000 branches in Thailand with the premium rate of 711 Baht
    per year and total coverage of 70,000 Baht.

2.  Rice Insurance for the 2015 harvest year Rice Insurance for the 2015
    harvest year covers 7 categories of natural disasters including
    flood, dry spell, windstorm, cold weather, hail and fire, also pests
    and epidemic. The insurance coverage area is divided into 5 areas
    based on the risk of each area that brings about different insurance
    fee rate of THB 124.12 - 483.64. The farmers who join the project
    will pay the insurance fee of THB 60 - 100 per rai. The government
    will help to pay the rest of insurance fee of THB 64.12 - 383.64 per
    rai. The company is 1 of 8 companies that insure the liability limit
    of THB 1,111 per rai throughout the planting period, the liability
    limit of THB 555 per rai for 6 categories of natural disasters. For
    pests and epidemic, the claim will be paid according to the damage
    assessment that the government is conducting at the moment as well
    as the project in 2011- 2014

3.  “200” micro-insurance Thaivivat Insurance PLC is an insurance
    company participating in the “Insurance coverage 200 policy” project
    in collaboration with the Office Insurance Commission (OIC). The
    insurance coverage 200 is a personal accident micro-insurance to
    provide coverage to the insured in the event of death, loss of
    limbs, eyesight, complete disability due to accident. The coverage
    is 1 year with premium of mere 200 Baht for the insured aged 20 – 60
    years having the objective to provide opportunity to the people at
    all level to by insurance policy at affordable price.

Contribution to the Fund for the Development of Society and Community in
Various Aspects

  Social and community Support

  The company made donation to organizations and institutes in 2015 as
  following:

  - Cosponsored the 500 underlines golf charity by Preedee Kasemsup
  Foundation

  - Donated to Red Cross Charity event (The Royal Thai Armed Forces
  Headquarters Wives' Association)

  - Donated to Ban Kru Noi’s disadvantaged children

  - Sponsored Love Charity Rally (The Parent – Teacher Association of
  Mahasarakham University)

  - Sponsored Thammasat Meet People Project by giving accident insurance
  to medical volunteers in upcountry Society and Communities

  Sports, religions and art and cultural Support

  The company made donation to organizations and institutes to support
  religions, art and cultural and sports in 2015 as following:

  - Sponsored M-150 boxing charity

  - Sponsored awards in sport days (Ministry of Commerce and Private
  Corporations)

  - Donated football equipments to the youth football team of Ban Lat
  Nam Khao, Saphanburi

  - Sponsored running charity at Chiang Mai University

11. Internal Control and Risk Management

The company has provided internal control and risk management system
effectively. The Board of Directors and management have duty and
responsibility to provide and maintain systems of internal control and
risk management. The management proceeds to evaluate an adequacy of
internal control system and assigns

the Audit Committee to carry out duty and responsibility for adequacy
review of the internal control system based on the adequacy evaluation
of internal control system in the Securities and Exchange Commission
that covers as follows :

Control Environment

1. The company has a value commitment of integrity and morality.

2. The Board of Directors are independent from management, work
oversight and develop an internal control proceeding.

3. Management provides the report structure, determines power and
responsibility to reach the company objective under the Board of
Directors oversight.

4. The company shows commitment to motivate, develop and maintain
competent personnel.

5. The company assign personnel to have duty and responsibility in the
internal control in order to achieve the company objective.

Risk Assessment

6. The company has a clear objective in order to identify and evaluate
the risks that relate to achieve the company objective.

7. The company identifies and analyzes all risks that might affect
objective throughout the organization.

8. The company considers opportunity to have fraud in risk assessment to
the company objective.

9. The company can identify and evaluate changes that affect the
internal control system.

Control Activities

10. The company has control measures to reduces risk in an acceptable
level.

11. The company selects and develops the control activities with
technology system to help support company objective.

12. The company provides control activities through a policy which
defines expectation and procedure to practice information and
communication systems.

13. The company has related and quality data to support the internal
control that can be carried out as specified.

14. The company communicates internal data including objective and
responsibility in the internal control that can be proceeded.

15. The company communicates with external agencies about issues that
may affect on internal control.

Monitoring activities

16. The company monitors and evaluates the internal control to ensure
that it has still been proceeded completely.

17. The company evaluates and communicates the defect of internal
control in time to the responsible persons including senior management
and the Board of Directors.

The Executive Committee has evaluated the company's internal control and
has an opinion that the company has the suitable and appropriate
internal control system and risk management to operate effectively.

The Audit Committee Opinion

The Audit Committee has evaluated an adequacy of company internal
control system based on the Securities and Exchange Commission, has the
opinion that the company has the suitable and appropriate internal
control system and risk mananagement to operate effectively.

In the year 2015, Audit Committee has performed the duties as delegate
by the company’s Board of Directors and has the Internal Audit working
unit operated as the scope, duty, and responsibility defined in the
Internal Audit Operation Manual of company by the staff within the
Internal Audit department at the Director level has experience in
becoming the auditor for 30 years and start working with the company in
the position of Accounting Department Manager for 10 years before taking
the position of Audit Department Director in the year 1999 as the
attachment 3

12. Related Transactions

  None

[1] ¹The definition of a thing of value is anything which is granted to
and is useful to the recipient which inclusively means various things as
follows:

Cash, share, bond, gift voucher other cash equivalents

Gifts or give-away goods (except the gift of negligible value given
according to custom and manner as the occasion warrants)

Offer of employment or service

Traveling expense, cost of meals or reception

Subsidy, allowance, discount or loan

Provision to a relative, friend, colleague of any person is deemed to be
the gift of interest indirectly to such person