GOOD CORPORATE GOVERNANCE

Corporate Governance Policy

In recognition of the importance of good corporate governance, the Board
of Directors agree to establish standards of business administration in
order to achieve efficient and transparent operations, increase
competitiveness, and provide fair treatment and confidentiality to all
stakeholders. In 2004, the Company appointed an Audit Committee to
provide advice and scrutinise the Company’s good governance policy. The
policy should establish the rights and equality of shareholders and
stakeholders, the definition of the structure, responsibilities, duties,
accountability and independence of the committee, accurate and regular
disclosure of information to the public, risk control and management,
and ethical business administration.

The Company has complied with the principles of good corporate
governance for listed companies, which have been laid down by the Stock
Exchange of Thailand and presented into 5 categories as follows:

1)  Rights of Shareholders

2)  Equitable Treatment of Shareholders

3)  Role of Stakeholders

4)  Disclosure and Transparency

5)  Responsibilities of the Board of Directors

1.  Rights of Shareholders

The Company recognises the rights of all shareholders and demonstrates
its respect for shareholders’ rights by encouraging them to exercise
their basic rights after stock trading and the right to receive
dividends. These rights include:

-   Secure method of ownership registration

-   Convey and transfer shares

-   Obtain relevant and material information on timely and regular basis

-   Participate and vote in general shareholder meetings

-   Assign a proxy to vote on their behalf in meetings

-   Be informed of the rules that govern shareholder meetings

-   Give opinions and ask questions in shareholder meetings

-   Vote to elect or remove Directors

-   Vote to appoint independent auditors and set annual audit fees

-   Share the profits of the company

-   Participate in and be informed regarding major decisions concerning
    fundamental corporate changes

In disclosing information, the Company will report the Company’s current
situation and future trends to shareholders equally, regularly, and
accurately. In organising an annual ordinary shareholders meeting, the
Company will send an invitation with information relevant to the meeting
attached seven working days before the meeting and the Company shall
serve a notice, once completely prepared, or posted visibly on the
Company’s website at www.evolution.co.th, so that the shareholders shall
have access to information and in order that the shareholders have
sufficient time to study the information and documents relevant to the
meeting.

The Shareholders’ Meeting is been organised once a year. However, in the
case of an urgent agenda, an extraordinary meeting may be requested.
Every shareholder is able to vote and voice his opinion or make
inquiries before decisions are made on each matter.

2.  Equitable Treatment of Shareholders

-   The Board of Directors values the importance of shareholders’
    meetings and shall facilitate all shareholders to attend the
    meetings, gain access to information, and exercise voting rights at
    these meetings in an equitable manner.

-   The Board of Directors shall present important matters to
    shareholders so that they can participate in the decision-making
    while ensuring that shareholders receive full, adequate and timely
    information for decision-making purposes. In addition, it shall
    support and facilitate appropriate voting procedures including
    voting by proxy.

The Company has adopted measures to prevent the Board and Executives
using inside information, abusive self-dealing, insider trading, or
disclosure of inside information to those related to the Board and
management so as to take advantage for their own positions which might
cause damage for shareholders as a whole. In addition, the Board of
Directors and management shall file, on a quarterly basis, a report of
their securities compared with preceding quarter so that the Board of
Directors is aware of any change thereof. In 2010, the Board of
Directors and management have duly adhered to this requirement.

3.  Role of Stakeholders

The Company recognises the importance of the rights of all stakeholders,
including shareholders, management, employees, customers, suppliers, the
community, society, and relevant government and private agencies.
Recognising the need for stakeholders’ support, which strengthens
competitiveness and business operations in the long term, the Company
operates in accordance with relevant rules and regulations, to ensure
that the rights of all stakeholders are upheld.

-   Shareholders. The Company aims to represent the best interests of
    its shareholders in all its business operations, and accurately
    disclosure information to them.

-   Management and Employees. The Company shall treat all managers and
    employees equally and fairly. The management and employees have the
    right to receive remuneration and benefits in accordance with their
    position, duties, and performance.

-   Customers. The Company shall devote itself to its customers, be
    responsible to them, offer them quality service, respect their
    confidentiality, and assign personnel to deal with their complaints
    and inquiries as effectively as possible.

-   Suppliers and Creditors. The Company shall buy products and services
    from suppliers in accordance with trade regulations, including
    agreeing to act in accordance with supply contracts. With respect to
    the borrowing of money, the Company will act in accordance with the
    terms of the contract or agreement.

-   Competitors. The Company will act in accordance with a good
    regulatory framework, avoiding unethical or underhanded means to
    eliminate competition.

-   Community and Society. The Company shall act responsibly with
    respect to the community and society, in that the Company’s products
    shall not have negative effects on society, and shall create a good
    image for the Company.

4.  Disclosure and Transparency

The Company gives a high priority to the disclosure of the Company’s
financial reports, and operational information, and is committed to
their accuracy, completeness, transparency, quality, and the timely
release to investors and the public through the Stock Exchange of
Thailand and the Company’s website www.evolution.co.th. In addition, the
Compliance Department is responsible for information disclosure to the
Stock Exchange of Thailand (SET) and the Securities and Exchange
Commission (SEC) to ensure the Company’s compliance with the laws and
regulations.

5.  Responsibilities of the Board of Directors

    0.  

Leadership and Vision

Based on the values of integrity, morality, and business ethics; the
Board of Directors shall determine the Company’s vision, policy and
business direction, annually review and approve strategies, policies,
financial and operating objectives, follow up on the management’s
implementation of the operating plan, provide appropriate internal
control, internal audit, and risk management. They shall also ensure
that the management team performs its duties according to the objectives
and guidelines, thereby delivering maximum benefits to shareholders.

The Board of Director’s Responsibilities

-   To perform its duties in compliance with the law, the Company’s
    objectives and Articles of Association, including resolutions of the
    shareholders’ meetings, with honesty, integrity and prudence while
    protecting the Company’s interest.

-   To set up vision, policies and the direction of the Company’s
    business operations and monitor the implementation of the Company
    policies by management to ensure efficiency, effectiveness and
    maximum value to the Company and its shareholders.

-   To evaluate performance and determine remuneration for the Company’s
    management.

-   To consider and approve material issues as stipulated by law.

-   To establish reliable systems of accounting, financial reporting and
    auditing. This includes evaluating procedures in internal control
    assessment and follow-up processes, and ensuring the efficiency and
    effectiveness of internal audits, risk management, and financial
    reports.

-   To ensure that no conflicts of interest occur amongst stakeholders.

-   To monitor business operations with the aim of ensuring ethical work
    standards.

  In 2010, the Company held two meetings – an annual general meeting and
  one extraordinary meeting. The meetings were prepared for and carried
  out as follows:

Shareholders’ Meeting

-   Distribution of meeting notices. In advance of each Shareholder
    Meeting, the Company sends out invitation letters which state the
    agenda of the meeting and information relating to each agenda item,
    both in Thai and English. The letter reaches shareholders seven
    working days prior to the meeting. The Company advertises the date
    of the meeting in the press for at least three consecutive days, at
    least three days prior to the meeting.

-   Assigning a proxy to vote on their behalf in the meeting.
    Shareholders can exercise their rights to vote either in person or
    in absentia with equal rights. By completing a proxy form and
    including the notice of the meeting, independent Directors grant
    permission to a shareholder to use him as their proxy.

-   Meeting attendance and registration. To attend the shareholders’
    meeting, shareholders must present documents to verify their
    identity, such as an identification card or passport. A proxy must
    provide evidence such as the completed proxy form along with a copy
    of an identification card or the passport of the shareholder. Where
    a proxy is assigned by a juridical person, he/she must bring proxy
    evidence such as the proxy form along with a certified copy of
    business registration certificate. Shareholders presenting an
    identification card can pre-register two hours prior to the AGM. The
    Company organises a systematic and effective registration process to
    facilitate the shareholders attending the meeting.

-   Board of Directors attendance at shareholder meetings. The Company
    recognises the importance of shareholders’ meetings. Therefore the
    meeting is attended by the Board of Directors. Moreover, the
    Managing Director/Chief Executive Officer, Chairman of each Board
    Committee and the external auditor or a representative also attends
    the meetings to listen to opinions and answer the questions raised
    by shareholders.

-   Shareholders’ opportunities to ask questions and give opinion,
    resolution and records of meetings. The Company facilitates
    equitable rights among shareholders at meetings by declaring clear
    voting procedures and counting methods to all shareholders present
    before the meeting begins. During the meeting, shareholders have
    equal opportunities and are allowed sufficient time to address
    issues relevant to every agenda with the Board. The Chairman of the
    meeting gives shareholders the opportunity to fully examine the
    operations of the business, ask questions and make inquiries,
    express their views, and make various recommendations. The Company
    has a policy to encourage all committee members to attend the
    shareholders meeting, particularly the Chairman of the Board and the
    Chairman of the Audit Committee, so that they may respond to
    inquiries and express their own views at the Shareholders’ Meeting,
    with respect to important questions and opinions. These are recorded
    as a part of a report of the meeting, which is then made available
    for the scrutiny of shareholders unable to attend the meeting. The
    Company will facilitate voting by proxy. The voting and counting of
    votes will be carried out in an efficient and transparent manner.
    One vote is counted per share and a resolution is carried by the
    majority vote. If the votes are equal, the Chairman of the meeting
    shall cast the deciding vote. Voting tickets will be used where
    shareholders wish to make objection votes or abstention votes and
    will be kept for later inspection. The Company will record the
    resolutions of the meeting by classifying votes into approval votes,
    objection votes, and abstention votes for each agenda in writing and
    will also record in detail the questions, answers, and opinions made
    during the meeting. Resolution with voting results will be recorded
    in the minutes of shareholders’ meeting.

-   After the meeting. The results of the meeting are released by the
    Stock Exchange of Thailand on the following working day. Within 14
    days, the Company then sends to each shareholder the complete
    minutes of the meeting containing names of Board Members/Executives
    in attendance, numbers/proportions of shareholders who attended,
    resolutions, important issues, and questions and answers.

    0.  Conflicts of Interest

  To prevent issues regarding conflicts of interest, the Company
  appoints the Audit Committee to participate in reviewing the
  disclosure of connected transactions. In any Board of Directors’
  meeting or Board of Executive Directors’ meeting, if there is any
  connected transaction in which conflict of interest is concerned,
  individual Directors who may be involved in such conflict refrain from
  voting. Only non-involved Directors and Audit Committee members are
  eligible to carefully review such connected transactions in the best
  interests of the Company. However, in the case that such connected
  transactions need to be handled in compliance with regulations,
  announcements, or any rules of the Stock Exchange of Thailand, such
  enforcement shall be strictly applied.

1.  Business Ethics

  The Board of Directors of the Company acknowledge their roles, duties,
  and accountability, to ensure efficient, clear, transparent
  operations, in accordance with relevant laws and the regulations of
  the Company, as well as resolutions of any Shareholders’ Meeting. The
  principles, policies, morals and ethics of good corporate governance
  are issued to the Board of Directors as guidelines in carrying out
  their duties with honesty, morality, accountability, loyalty, and
  integrity, for the best interests of the Company and shareholders.

  The Company establishes sets of principles regarding business ethics
  for the Board of Directors and the Audit Committee.

2.  Balance of Power for Non-Executive Directors

  The Board of Directors of the Company currently comprises nine
  Directors; three Executive Directors and six Non-Executive Directors.
  The Audit Committee comprises three independent Directors who account
  for one third of the entire Board. The balance between Executive and
  Non-Executive Directors is appropriate and ensures that the Directors
  represent the best interests of shareholders, as Non-Executive
  Directors make up two thirds of the entire Board. The Audit Committee
  shall be considered as representatives of minority shareholders and
  have the duty of ensuring the accuracy and transparency of the
  Company’s operations.

3.  Aggregation or Segregation of Positions

  The Chairman of the Board of Directors shall not be the same person as
  the President/Managing Director. The authority of the Chairman of the
  Board of Directors shall be separated from that of the
  President/Managing Director to ensure a clear distinction between
  supervisory, policy-making duties, and day-to-day business
  administration. The Company clearly defines the responsibility and
  authorisation of the Board of Directors and the Audit Committee (see
  details in section Management Structure) to ensure transparent
  operations, a balance of power, and appropriate performance reviews.
  However, significant agenda items must be approved by the Board of
  Directors’ meeting or Shareholders’ Meeting. Authorisation granted to
  the Board of Directors, the Audit Committee, and the
  President/Managing Director, does not give power to any of them to
  approve any connected transaction involving themselves or their
  representatives, which may cause a conflict of interest with the
  Company.

  In addition, during Board meetings, each member is free to express his
  views. Members’ views are documented in detail in meeting reports.

4.  Remuneration of the Board of Directors and Management

  The Company clearly and transparently specifies the remuneration of
  Directors to be comparable to the rest of the industry, and
  appropriate to their duties. Remuneration is approved at the
  Shareholders’ Meeting and is in compliance with pre-defined policies
  and principles set by the Directors, and therefore ties the Company’s
  operating results to the Directors’ performance.

  The Company specifies the remuneration of Directors and management in
  accordance with regulations set by the Office of the Securities and
  Exchange Commission, and the Stock Exchange of Thailand.

5.  Meetings of the Board of Directors

  Board of Directors’ meetings for the Company are held no fewer than
  once every quarter. Additional meetings may be called to discuss
  special agenda items. Directors must attend, except in case of an
  emergency. An invitation, along with the meeting agenda and relevant
  documents, are sent out to each Director at least seven days before
  the meeting to allow adequate time to study the information. In every
  meeting, each Director can openly and freely express his opinion. The
  minutes of each meeting are properly documented and, after approval
  from the Board, filed for auditing purposes.

6.  Sub-committees

  The Audit Committee comprising three members was appointed to
  supervise the Company’s business for a term of two years, including
  its composition, scope of authority and the responsibilities of each
  committee member, and management structure. The Committee is required
  to call meetings no fewer than once every quarter. A special meeting
  may be requested to discuss urgent agenda items.

  The Audit Committee has duties to independently review the Company’s
  financial reports, internal control and audit, operations, selection
  and appointment of the Company’s external auditor, disclosure of
  connected transactions or items concerning conflict of interest. Such
  an auditing process is aimed at strengthening the efficiency of
  control and supervision, in compliance with the policy of the MAI.

  Assessment of the Board of Directors’ Performance

  It is the Company’s policy that the Board of Directors shall meet and
  conduct an annual self-assessment to evaluate its performance with the
  aim of improving its efficiency. This evaluation covers a broad
  spectrum of the Board’s duties, including strategic direction,
  supervision and monitoring of operations, members’ responsibilities,
  teamwork, structure, policy, meetings, training, and development.

7.  Internal Control and Audit System

  The Company recognises the importance of internal control at
  managerial and operational levels, and clearly defines the scope of
  the responsibilities and authorisation of the management and employees
  in written documents. In addition, policies to optimise the use of the
  Company’s assets, segregate responsibilities among operating staff,
  control staff, and appraise performance, are also implemented to
  ensure a proper balance of power.

-   Internal control. It is the responsibility of the Board and the
    Audit Committee to ensure an internal control system which is
    effective and facilitates the management of risk at acceptable
    levels. Furthermore, the Board and the Audit Committee shall
    regularly monitor and evaluate the system for efficiency. The Audit
    Committee shall examine effective compliance of the Company in the
    following areas: the control environment, risk assessment, control
    activities, information and communication systems, and monitoring
    and evaluation processes. The internal control system is an
    important mechanism that assists management in the reduction of
    business risks, the efficiency of business operations through proper
    procurement of resources and attainment of goals, the protection of
    Company assets from losses and corruption, the accountability of
    financial reporting, the compliance of all personnel with laws and
    regulations, and the protection of shareholders’ capital.

-   Internal audit. The Company has established an independent Internal
    Audit Department, which reports directly to the Audit Committee and
    administratively to the Chief Finance Officer. An Internal Audit
    Charter has been established to define the mission, scope,
    objectives, and reporting structure including Internal Auditor
    authority and workflow processes for reference. The Internal Audit
    Office Charter is updated regularly to be consistent with current
    operations. For the fiscal year, the internal audit plan will be
    initiated and developed as guidance for audit activities.

  The duty of the Internal Audit Department relates to the auditing of
  Internal Control, Risk Management and Corporate Governance, and
  follows the action plan approved by the Audit Committee using a
  risk-based approach and includes consultation to ensure that the
  Company’s objectives are achieved as targeted. Internal Audit also
  regularly monitors and adjusts these implemented systems to be in line
  with changes in the environment, and to ensure that errors can be
  corrected on time. In assessing the effectiveness of Risk Management,
  the Internal Audit Department reviews event identification and risk
  factors that affect the Company’s objectives, and then reviews the
  Risk Management approach. This ensures the accuracy of both event
  identification and risk factors, and ensures that a systematic Risk
  Management approach exists. It also ensures that risk is managed at
  the appropriate level, reported in a timely manner to all relevant
  personnel and reviewed continuously. In assessing the effectiveness of
  Internal Control, the Internal Audit Department has developed a
  questionnaire for each process, and reviews the outcome of each
  operation to ensure that the Company’s objectives are achieved
  effectively and efficiently, that rules and regulations are strictly
  followed, and that the financial report is reliable. In assessing the
  effectiveness of corporate governance, the Internal Audit Department
  performs audits following the good corporate governance criteria of
  the Securities Exchange Commission (SEC). This ensures that the
  Company has the necessary infrastructure and supporting processes to
  approach good corporate governance and achieve fairness for all
  stakeholders.

  The Internal Auditor acts as a secretary to the Audit Committee to
  enhance the effectiveness of its responsibility and accountability for
  all functions of the Audit Committee, as assigned by the Board of
  Directors, and arranges Audit Committee meetings regularly. The
  Internal Auditor has the additional role of advising management in the
  area of information security, and supporting employees to realise the
  importance of information security.

  The Internal Audit Department adheres to the Standards for the
  Professional Practice of Internal Auditing and the Company
  continuously encourages its Internal Audit staff to work independently
  and objectively, comply with relevant standards, and emphasise quality
  and continuous development through training programs.

-   Risk management. The Company has established a risk management
    system, whereby the Company has specified that managers at all
    levels must assess various risks that may arise in the business
    operations of the Company, and include them in a regular report to
    the Chief Executive Officer, in order that he/she may analyse,
    summarise and report the monthly operating results to the Board.

    0.  Reports of the Audit Committee

  The Audit Committee supervises significant business transactions, good
  governance, financial statements, and financial information contained
  in the annual report. Such financial statements and reports must be
  prepared in accordance with generally acceptable accounting policies
  and standards. In addition, proper discretion, optimum evaluation, and
  sufficient disclosure of important information must also be
  incorporated in the financial notes.

  The Audit Committee establishes efficient and effective internal
  control to ensure financial information is recorded accurately,
  completely, sufficiently and in a timely manner, while it facilitates
  fault finding and prevents corruption. The Company also appoints the
  Audit Committee, comprising independent non-executive Directors, to
  monitor and review accounting policies, the quality of financial
  reports, and internal control.

1.  Investor Relations

  The Company recognises the importance of accurate, complete,
  transparent and thorough disclosure of information. Operating results
  and organisational information must be regularly released to
  investors, shareholders, and stakeholders to ensure they can make
  accurate decisions. Financial reports, operational guidelines and
  other information are released to investors and the public through the
  Stock Exchange of Thailand. The Company appointed Mr. Simon Gerovich
  as Managing Director and President and Miss Kulkunya Ratanapongdhara,
  the Company Secretary, to act as the information disclosure unit
  responsible for information disclosure to the Stock Exchange of
  Thailand (SET) and the Securities and Exchange Commission (SEC) and to
  ensure that the Company complies with the applicable laws and
  regulations.

2.  Inside Information Handling

  The Company enforces strict policies regarding the use of inside
  information as follows:

-   Inside information shall be disclosed only to relevant persons, who
    shall handle it properly. Disclosure of such information shall be
    made by authorised persons only.

-   Directors and management must be aware of the scope of
    responsibility and accountability in handling inside information,
    without revealing such information for personal benefit or share
    trading.

-   The Company’s Directors and management must prepare a report on the
    securities holdings of the Directors and/or management, spouses and
    minor children, and persons related to the Directors and/or
    management, in accordance with Article 258 of the 1992 Securities
    and Exchange Act, within three official days from the day of changes
    in securities holdings, in accordance with Article 59 of the 1992
    Securities and Exchange Act.

-   Directors, management, and employees in divisions involved with
    inside information, should refrain from securities trading for a
    period of one month before the Company’s financial statements are
    revealed to the public

-   The Company establishes degrees of punishment for different levels
    and intention concerning information mishandling, ranging from
    written warnings, salary deductions, unpaid employment, suspension,
    to termination of employment.

    0.  Human Resources Development Policy

  The Company’s human resource development policy emphasises the
  enhancement of staff quality through continual in-house training in a
  number of areas, as appropriate to the work functions of the staff
  from each division. This is to ensure that the Company’s staff
  continually enhances their knowledge and understanding of techniques,
  technology, and work-related skills. In addition, the Company sends
  personnel with suitable potential to attend external training seminars
  run by field experts, in order to enhance and deepen their knowledge
  in various specialist areas, such as technology, thus helping them to
  work more effectively.