7. Securities and Shareholders

7.1 Capital Structure

As of December 31, 2014, PTTEP’s capital structure consisted of USD
4,229 million interest-bearing liabilities and USD 12,548 million
shareholders’ equities. The interest-bearing liabilities to
shareholders’ equities ratio were 0.34 times. Details of the capital
structure are as follows:

  7.1.1 Securities

  Capital Stock

As of December 31, 2014, the PTTEP’s registered and paid-up capital was
at THB 3,969,985,400 consisting of 3,969,985,400 ordinary shares at the
par value of THB 1 per share.

  Debentures

PTTEP is rated as investment grade (Baa1, BBB+, A-) by international
credit rating agencies, namely, Moody’s Investors Service (“Moody’s”),
Standard & Poor’s Ratings Services (“Standard & Poor’s”) and Japan
Credit Rating Agency (“JCR”) respectively. Moreover, PTTEP is also rated
by TRIS Rating Co., Ltd. (“TRIS”), a domestic credit rating agency at
AAA, which is the highest credit rating.

During year 2014, PTTEP has issued both domestic and international
debentures at the amount of THB 19,600 million and USD 1,000 million
respectively. These issuances have been used for general corporate
purposes, future investments and funding our exploration, development
and production activities as following details.

-   On June 6, 2014, PTTEP has issued 2 tranches of unsecured and
    unsubordinated debentures to institutional and high net-worth
    investors in Thailand for the total aggregate amount of THB 19,600
    million, which consisted of the 5-year THB 8,200 million debentures
    at a coupon rate of 3.91% per annum and the 15-year THB 11,400
    million debentures at a coupon rate of 4.82% per annum. The
    debentures were rated AAA by TRIS. Furthermore, PTTEP has entered
    into cross currency and interest rate swap agreements for the
    aforementioned debentures.

-   On June 18, 2014, PTTEP has issued subordinated capital debentures
    (Hybrid USD Bonds) in aggregate principal amount of USD 1,000
    million. The debentures confer a right to receive distributions from
    the issue date at a fixed distribution rate of 4.875% per annum for
    the first 5 years, after which the distribution rates will be reset
    as per the details prescribed in the offering memorandum.
    Additionally, PTTEP has the right to early redeem the debentures on
    the 5th anniversary, on the 10th anniversary or on every
    distribution payment date thereafter. The debentures were rated Baa3
    and BBB- by Moody’s and Standard & Poor’s respectively.

The aforementioned debentures were issued from the amount approved by
the Board of Directors and the general shareholders' meeting in year
2010 and 2011 respectively.

Details of outstanding debentures as of December 31, 2014 are as
follows:

  1) Details of THB debentures (total outstanding THB 27,100 million)
  are as follows:

+-------+-------+-------+-------+-----------+-----------------+------+
| Debt  | I     | Mat   | Tenor | Ou        | Rate per annum  | Cr   |
| Sec   | ssued | urity |       | tstanding |                 | edit |
| urity | Date  | Date  |       |           |                 | R    |
|       |       |       |       | (Unit :   |                 | atin |
|       |       |       |       | THB       |                 | g[1] |
|       |       |       |       | Million)  |                 |      |
+-------+-------+-------+-------+-----------+-----------------+------+
| THB   | March | March | 15    | 2,500[2]  | Fixed 4.625%,   | AAA  |
| d     | 27,   | 27,   | years |           |                 |      |
| ebent | 2003  | 2018  |       |           | coupon payment: |      |
| ures, |       |       |       |           | semi-annually   |      |
| unsec |       |       |       |           |                 |      |
| ured, |       |       |       |           |                 |      |
| unsu  |       |       |       |           |                 |      |
| bordi |       |       |       |           |                 |      |
| nated |       |       |       |           |                 |      |
+-------+-------+-------+-------+-----------+-----------------+------+
|       | May   | May   | 10    | 5,000[3]  | Fixed 4.80%,    | AAA  |
|       | 29,   | 29,   | years |           |                 |      |
|       | 2009  | 2019  |       |           | coupon payment: |      |
|       |       |       |       |           | semi-annually   |      |
+-------+-------+-------+-------+-----------+-----------------+------+
|       | June  | June  | 5     | 8,200[4]  | Fixed 3.91%,    | AAA  |
|       | 6,    | 6,    | years |           |                 |      |
|       | 2014  | 2019  |       |           | coupon payment: |      |
|       |       |       |       |           | semi-annually   |      |
+-------+-------+-------+-------+-----------+-----------------+------+
|       | June  | June  | 15    | 11,400[5] | Fixed 4.82%,    | AAA  |
|       | 6,    | 6,    | years |           |                 |      |
|       | 2014  | 2029  |       |           | coupon payment: |      |
|       |       |       |       |           | semi-annually   |      |
+-------+-------+-------+-------+-----------+-----------------+------+

  2) Details of USD debentures (total outstanding USD 2,390 million) are
  as follows:

+-------+--------+--------+---+--------+-------------+------+------+
| Debt  | Issued | Ma     | T | Outst  | Rate per    | Cr   |      |
| Sec   | Date   | turity | e | anding | annum       | edit |      |
| urity |        | Date   | n |        |             | Ra   |      |
|       |        |        | o | (Unit  |             | ting |      |
|       |        |        | r | : USD  |             |      |      |
|       |        |        |   | Mi     |             |      |      |
|       |        |        |   | llion) |             |      |      |
+-------+--------+--------+---+--------+-------------+------+------+
|       |        |        |   |        |             | Moo  | Stan |
|       |        |        |   |        |             | dy’s | dard |
|       |        |        |   |        |             |      | &    |
|       |        |        |   |        |             |      | Po   |
|       |        |        |   |        |             |      | or’s |
+-------+--------+--------+---+--------+-------------+------+------+
| USD   | July   | July   | 5 | 500[6] | Fixed       | Baa1 | BBB+ |
| d     | 19,    | 19,    | y |        | 4.152%,     |      |      |
| ebent | 2010   | 2015   | e |        |             |      |      |
| ures, |        |        | a |        | coupon      |      |      |
| unsec |        |        | r |        | payment:    |      |      |
| ured, |        |        | s |        | se          |      |      |
| unsu  |        |        |   |        | mi-annually |      |      |
| bordi |        |        |   |        |             |      |      |
| nated |        |        |   |        |             |      |      |
+-------+--------+--------+---+--------+-------------+------+------+
|       | August | August | 5 | 200[7] | Fixed       | Baa1 | BBB+ |
|       | 4,     | 4,     | y |        | 4.152%,     |      |      |
|       | 2010   | 2015   | e |        |             |      |      |
|       |        |        | a |        | coupon      |      |      |
|       |        |        | r |        | payment:    |      |      |
|       |        |        | s |        | se          |      |      |
|       |        |        |   |        | mi-annually |      |      |
+-------+--------+--------+---+--------+-------------+------+------+
|       | April  | April  | 1 | 700[8] | Fixed       | Baa1 | BBB+ |
|       | 5,     | 5,     | 0 |        | 5.692%,     |      |      |
|       | 2011   | 2021   | y |        |             |      |      |
|       |        |        | e |        | coupon      |      |      |
|       |        |        | a |        | payment:    |      |      |
|       |        |        | r |        | se          |      |      |
|       |        |        | s |        | mi-annually |      |      |
+-------+--------+--------+---+--------+-------------+------+------+
|       | June   | June   | 3 | 490[9] | Fixed       | Baa1 | BBB+ |
|       | 12,    | 12,    | 0 |        | 6.35%,      |      |      |
|       | 2012   | 2042   | y |        |             |      |      |
|       |        |        | e |        | coupon      |      |      |
|       |        |        | a |        | payment:    |      |      |
|       |        |        | r |        | se          |      |      |
|       |        |        | s |        | mi-annually |      |      |
+-------+--------+--------+---+--------+-------------+------+------+
|       | Sep    | Sep    | 5 | 5      | Fixed       | Baa1 | BBB+ |
|       | tember | tember | y | 00[10] | 3.707%,     |      |      |
|       | 16,    | 16,    | e |        |             |      |      |
|       | 2013   | 2018   | a |        | coupon      |      |      |
|       |        |        | r |        | payment:    |      |      |
|       |        |        | s |        | se          |      |      |
|       |        |        |   |        | mi-annually |      |      |
+-------+--------+--------+---+--------+-------------+------+------+

  3) Details of THB Hybrid Bonds (total outstanding THB 5,000 million)
  are as follows:

+-----------------+------+----------+----+---------+-----------+------+
| Debt Security   | Is   | Maturity | T  | Outs    | Rate per  | Cr   |
|                 | sued | Date     | en | tanding | annum     | edit |
|                 | Date |          | or |         |           | Ra   |
|                 |      |          |    | (Unit : |           | ting |
|                 |      |          |    | THB     |           | [11] |
|                 |      |          |    | M       |           |      |
|                 |      |          |    | illion) |           |      |
+-----------------+------+----------+----+---------+-----------+------+
| THB Hybrid      | June | No       | P  | 5,000   | Year      | AA   |
| Bonds,          | 15,  | maturity | er |         | 1-10:     |      |
| unsecured,      | 2011 | date     | pe |         | 5.85%     |      |
| unconvertible,  |      |          | tu |         |           |      |
| callable        |      | -        | al |         | Year 11-  |      |
| ,subordinated   |      |  payment |    |         | 30: 6.10% |      |
| debentures with |      |     upon |    |         |           |      |
| single          |      |     liq  |    |         | Year 31-  |      |
| redemption upon |      | uidation |    |         | 60: 6.85% |      |
| liquidation,    |      |     or   |    |         |           |      |
| PTTEP can defer |      |          |    |         | Year 61   |      |
| the             |      | -        |    |         | onward:   |      |
| distribution at |      |    early |    |         | 7.85%,    |      |
| its sole        |      |     re   |    |         |           |      |
| discretion [12] |      | demption |    |         | coupon    |      |
|                 |      |          |    |         | payment:  |      |
|                 |      |  subject |    |         | quarterly |      |
|                 |      |     to   |    |         |           |      |
|                 |      |          |    |         |           |      |
|                 |      |    terms |    |         |           |      |
|                 |      |     &    |    |         |           |      |
|                 |      |     co   |    |         |           |      |
|                 |      | nditions |    |         |           |      |
+-----------------+------+----------+----+---------+-----------+------+

  4) Details of USD Hybrid Bonds (total outstanding USD 1,000 million)
  are as follows:

+-------------+------+--------+----+-------+---------------+---+---+
| Debt        | Is   | Ma     | T  | O     | Rate per      | C |   |
| Security    | sued | turity | en | utsta | annum         | r |   |
|             | Date | Date   | or | nding |               | e |   |
|             |      |        |    |       |               | d |   |
|             |      |        |    | (Unit |               | i |   |
|             |      |        |    | : USD |               | t |   |
|             |      |        |    | Mil   |               | R |   |
|             |      |        |    | lion) |               | a |   |
|             |      |        |    |       |               | t |   |
|             |      |        |    |       |               | i |   |
|             |      |        |    |       |               | n |   |
|             |      |        |    |       |               | g |   |
|             |      |        |    |       |               | [ |   |
|             |      |        |    |       |               | 1 |   |
|             |      |        |    |       |               | 3 |   |
|             |      |        |    |       |               | ] |   |
+-------------+------+--------+----+-------+---------------+---+---+
|             |      |        |    |       |               | M | S |
|             |      |        |    |       |               | o | t |
|             |      |        |    |       |               | o | a |
|             |      |        |    |       |               | d | n |
|             |      |        |    |       |               | y | d |
|             |      |        |    |       |               | ’ | a |
|             |      |        |    |       |               | s | r |
|             |      |        |    |       |               |   | d |
|             |      |        |    |       |               |   | & |
|             |      |        |    |       |               |   | P |
|             |      |        |    |       |               |   | o |
|             |      |        |    |       |               |   | o |
|             |      |        |    |       |               |   | r |
|             |      |        |    |       |               |   | ’ |
|             |      |        |    |       |               |   | s |
+-------------+------+--------+----+-------+---------------+---+---+
| USD Hybrid  | June | No     | P  | 1,000 | Year 1-5 :    | B | B |
| Bonds,      | 18,  | ma     | er |       | 4.875%        | a | B |
| s           | 2014 | turity | pe |       |               | a | B |
| ubordinated |      | date   | tu |       | Year 6-10: 5  | 3 | - |
| perpetual   |      |        | al |       | Years UST +   |   |   |
| capital     |      | -   p  |    |       | 3.177%        |   |   |
| securities  |      | ayment |    |       |               |   |   |
| with the    |      |        |    |       | Year 11- 25:  |   |   |
| issuer’s    |      |   upon |    |       | 6M LIBOR +    |   |   |
| right to    |      |        |    |       | 3.351%        |   |   |
| defer the   |      |  liqui |    |       |               |   |   |
| d           |      | dation |    |       | Year 26       |   |   |
| istribution |      |     or |    |       | onward: 6M    |   |   |
| at its sole |      |        |    |       | LIBOR+        |   |   |
| dis         |      | -      |    |       | 4.101%,       |   |   |
| cretion[14] |      |  early |    |       |               |   |   |
|             |      |        |    |       | coupon        |   |   |
|             |      |   rede |    |       | payment:      |   |   |
|             |      | mption |    |       | semi-annually |   |   |
|             |      |     s  |    |       |               |   |   |
|             |      | ubject |    |       |               |   |   |
|             |      |     to |    |       |               |   |   |
|             |      |        |    |       |               |   |   |
|             |      |  terms |    |       |               |   |   |
|             |      |     &  |    |       |               |   |   |
|             |      |        |    |       |               |   |   |
|             |      |   cond |    |       |               |   |   |
|             |      | itions |    |       |               |   |   |
+-------------+------+--------+----+-------+---------------+---+---+

  7.1.2 Number of shares and shareholders voting rights will be affected
  by NVDR issuance

An NVDR or Non-Voting Depository Receipt is a trading instrument issued
by the Thai NVDR Company Limited, a wholly owned subsidiary of the Stock
Exchange of Thailand (SET). NVDRs are automatically regarded as listed
securities in the SET. The objective of issuing NVDRs is to stimulate
trading activities in the Thai stock market, such as the foreign
investment limits and the impediments faced by institutional investors
who previously could not trade in the existing Thai Trust Fund.
Investors will receive all financial benefits; i.e., dividends, right
issues or warrants, just as if they had invested in the Company’s common
shares. The only difference between investing in an NVDR and the
Company’s shares is the voting right. Additionally, although the NVDR is
designed mainly to ease foreign investment barriers, the SET does not
prohibit Thai investors from investing this instrument.

As at February 13, 2015, as publicized on the website of the Stock
Exchange of Thailand, PTTEP’s ordinary shares at NVDR were 170,785,868
shares, which represent 4.30 percent of the total issued and paid-up
capital of PTTEP (3,969,985,400 Shares). The NVDR holders will not
participate and vote in shareholder’s meeting, except in the case where
a listed company wishes to delist its shares from the SET.

7.2 Shareholders

7.2.1 Top 10 shareholders

As of February 13, 2015, the top 10 shareholders of PTTEP were as
follows:

+-----+----------------------------------------+------------+----------+
| R   | List of Top 10 Shareholders            | Number of  | % of     |
| ank |                                        | Shares     | Total    |
|     |                                        |            | Number   |
|     |                                        |            | of       |
|     |                                        |            | Shares   |
+=====+========================================+============+==========+
| 1   | PTT PUBLIC COMPANY LIMITED             | 2,5        | 65.29    |
| .   |                                        | 91,860,489 |          |
+-----+----------------------------------------+------------+----------+
| 2   | THAI NVDR COMPANY LIMITED              | 1          | 4.30     |
| .   |                                        | 70,785,868 |          |
+-----+----------------------------------------+------------+----------+
| 3   | STATE STREET BANK EUROPE LIMITED       | 1          | 2.84     |
| .   |                                        | 12,845,795 |          |
+-----+----------------------------------------+------------+----------+
| 4   | CHASE NOMINEES LIMITED 42              | 54,480,165 | 1.37     |
| .   |                                        |            |          |
+-----+----------------------------------------+------------+----------+
| 5   | THE BANK OF NEW YORK MELLON            | 49,403,274 | 1.24     |
| .   |                                        |            |          |
+-----+----------------------------------------+------------+----------+
| 6   | HSBC (SINGAPORE) NOMINEES PTE LTD      | 47,084,692 | 1.19     |
| .   |                                        |            |          |
+-----+----------------------------------------+------------+----------+
| 7   | THE BANK OF NEW YORK (NOMINEES)        | 45,677,182 | 1.15     |
| .   | LIMITED                                |            |          |
+-----+----------------------------------------+------------+----------+
| 8   | BNP PARIBAS SECURITIES SERVICES        | 38,147,545 | 0.96     |
| .   | LUXEMBOURG                             |            |          |
+-----+----------------------------------------+------------+----------+
| 9   | STATE STREET BANK AND TRUST COMPANY    | 37,957,444 | 0.96     |
| .   |                                        |            |          |
+-----+----------------------------------------+------------+----------+
| 1   | SOCIAL SECURITY (2 CASES)              | 33,581,955 | 0.85     |
| 0.  |                                        |            |          |
+-----+----------------------------------------+------------+----------+
|     | Total number of shares held by top 10  | 3,1        | 80.15    |
|     | shareholders                           | 81,824,409 |          |
+-----+----------------------------------------+------------+----------+
|     | Total fully-paid capitals as of        | 3,9        | 100      |
|     | February 13, 2015                      | 69,985,400 |          |
+-----+----------------------------------------+------------+----------+

7.2.2 NVDR holder who owns more than 0.50% of the paid-up PTTEP
shares[15]

+----+------------------------------------+-----------+---------------+
| Ra | NVDR holder                        | Number of | % of total    |
| nk |                                    | NVDR      | outstanding   |
|    | (as of February 13, 2015)          | issues    | shares in     |
|    |                                    |           | underlying    |
|    |                                    |           | stock         |
+----+------------------------------------+-----------+---------------+
| 1. | STATE STREET BANK AND TRUST        | 4         | 1.08          |
|    | COMPANY                            | 2,881,841 |               |
+----+------------------------------------+-----------+---------------+
|    | Total shares                       | 4         | 1.08          |
|    |                                    | 2,881,841 |               |
+----+------------------------------------+-----------+---------------+

7.2.3 Major shareholder with controlling influence over PTTEP’s policy
or operation

PTT, a major shareholder of PTTEP, takes part in determining PTTEP’s
policy and our operations under the Board’s approval. As of January 1,
2015, there were 3 out of 13 directors who were a director or an
executive of PTT.

7.3 Dividend Payment Policy

It is a policy of the Company’s Board of Directors to recommend to the
shareholders an annual dividend of no less than 30% of net income. The
Board of Directors, from time to time and in case there are adequate
profits, may also decide to pay the interim dividends and subsequently
inform the shareholders in the next shareholders’ meeting.

However, under terms and conditions of the subordinated capital
debentures (PTTEP Subordinated Capital Debentures No. 1/2555 and PTTEP
Subordinated Capital Debentures USD 1,000 million issued in June 2014),
if PTTEP defers interest payment on the debentures, we may not declare
or make any dividend payment, make interest payment or distribute any
sorts of instrument or security that rank pari passu or junior to
subordinated capital debentures.

PTTEP does not have dividend policies for the subsidiaries.

Five-year dividend payment history of PTTEP is as follows:

  --------------------- --------- --------- --------- --------- ---------
  Year                  2010      2011      2012      2013      2014

  Earnings per Share    13.21     13.48     17.08     14.07     5.19

  Dividend per Share    5.03      5.40      5.80      6.00      4.50

  Dividend Payout Ratio 40%       40%       38%       40%       82%
  --------------------- --------- --------- --------- --------- ---------

  -----------------------------------------------------------------------
  8. Management Structure

  -----------------------------------------------------------------------

As of January 1, 2015

8.1 The Board of Directors

8.1.1 The Board’s Structure

PTTEP’s Board of Directors (“the Board”) consists of qualified directors
who possess a versatility of expertise with a skill mix in the fields of
industry knowledge, accounting and finance, business judgment,
management skill, international marketing, business strategy, crisis
management, corporate governance, and legal. Additionally, the Company
does not have a policy discriminating against directors based on their
gender. The directors must not be over 70 years old and shall possess
qualifications according to the Good Corporate Governance and Business
Ethics of PTTEP Group (CG&BE), laws relevant to Public Limited Companies
and Securities and Exchange, as well as rules and regulations of the
Securities Exchange Commission (SEC), the Capital Market Supervisory
Board (CMSB), the Stock Exchange of Thailand (SET), and relevant
resolutions of the Cabinet. The directors shall also be highly committed
and dedicated time to fully perform duties responsibilities; for
example, they would be regarded as unqualified if absent from the
meeting for more than three consecutive times without a reasonable
justification.

The Board structure consists of 15 skillful directors, and this is
considered appropriate for the Company’s operational size. The Board is
divided into two categories; non-executive and executive directors.
Moreover, the Board shall not comprise independent directors of less
than half of the incumbent members. As of December 31, 2014, the Board
consisted of 14 directors.

-   13 non-executive directors (93% of total members)

-   1 executive director: President and Chief Executive Officer

-   8 independent directors (57% of total members) which was more than
    half of the incumbent members

PTT is the only major shareholder of PTTEP, while the minor shareholders
are dispersed. Therefore, the aforementioned Board’s component and
proportion are considered appropriate to maintain the balance within the
Board for the best interests of all shareholders.

Names, biography, qualification, experience and shareholding percentage
of non-executive directors, executive directors, independent directors,
and directors from the private sector, including directors from PTT, are
disclosed in the “Information of the Board of Directors, Management and
Corporate Secretary of the Company” section as well as in the PTTEP’s
annual report and website.

8.1.2 Authorities and Responsibilities of the Board

Based on the principles of accountability, duty of care and duty of
loyalty, the Board has clearly defined their roles and responsibilities
and has effectively carried out them to be in alignment as those
stipulated by laws, the objectives and Articles of Association of PTTEP,
and resolutions of the shareholders’ and Board’s meetings. The scope of
the authority and responsibilities of the Board are as follows:

(1) To govern our operations to be in compliance with CG&BE as well as
    to be a leader and role model in adopting, advising, communicating,
    and educating CG&BE for the PTTEP Group’s employees and other
    organizations

(2) To consider and approve of the statement of vision, mission, and
    corporate values of PTTEP Group to ensure that they are effectively
    applicable and practical

(3) To consider and approve of the PTTEP Group’s strategic plan,
    business direction, targets, workforce structure, and other
    significant operations, including regularly monitoring and reviewing
    operation results to ensure they are in line with strategy,
    operational direction, targets, and policies as planned with
    emphasizes on mobility and applicability in order to allow the
    management to effectively and efficiently manage business

(4) To establish efficient and adequate internal control systems by
    having a clear set of regulations and work processes, as well as
    having a standardized and reliable accounting system and financial
    reporting, appropriate and adequate risk management, effective
    compliance program, and a regular monitoring systems

(5) To consider and approve significant matters as prescribed by laws or
    in the Company’s affidavits, policies or regulations, as well as
    matters that may result in corporate obligations

(6) To consider cases related to conflicts of interest in a prudent and
    transparent manner, and to report to the Company of any vested
    interests of oneself and of related persons, including prevention of
    the misuse of the Company’s properties and execution of transactions
    with the Company’s connected persons in an inappropriate way

(7) To ensure that the Company has clear and proper regulations, a
    standardized and reliable financial reporting, an efficient internal
    control system, and a proper risk management

(8) To govern the Company to engage both internal and external auditors
    to ensure they perform their duties effectively

(9) To govern the Company to communicate and disclose information to
    stakeholders in an accurate, complete, appropriate, and timely
    manner

(10) To govern the Company to treat stakeholders with a fair and equal
     treatment

(11) To consider, approve and appoint specialists from different
     professional fields to provide the Company with insight information
     as well as to act on our behalf on significant matters that can
     significantly financial standing and reputation of PTTEP Group

(12) To consider and approve the Board Performance Target as well as to
     evaluate performance of the Board, Chairman of the Board, and
     Sub-Committees

(13) To consider and approve the Performance Agreement of the President
     and Chief Executive Officer (CEO) as well as to evaluate
     performance and determine remuneration of CEO to align with
     performance results. The Board is also responsible for governing
     that PTTEP has an effective performance evaluation process of the
     executives.

(14) To consider and delegate appropriate authority to CEO to manage
     operations to be according to our strategic plan, business
     direction, targets and policies of the organization, as well as to
     govern the Company to implement appropriate and effective
     evaluation tools for the performance of CEO

The Board is permitted to make requests for information and seek advices
and services regarding the business operation from the management.
Moreover, if deemed necessary and appropriate, the directors may seek
advices from external, independent advisors at the Company’s expense.

8.1.3 Sub-Committees

8.1.3.1 The Corporate Governance Committee

PTTEP’s Corporate Governance Committee has the duties and
responsibilities according to its charter as follows:

(1) To establish the Good Corporate Governance and Business Ethics of
    PTTEP Group (CG&BE) for the Board’s approval for implementations
    throughout the organization

(2) To promote CG&BE to the Board, management, and employees to ensure
    that it is complied with in all areas of the Company’s business
    operations

(3) To review Business Ethics of the Company as well as practices
    regarding the Company’s Good Corporate Governance to ensure that
    they are in line with relevant laws as well as practices of and
    recommendations from leading international organizations before
    proposing them to the Board for approval and corresponding with
    shareholders

(4) To govern PTTEP to carry out an assessment on our compliance with
    CG&BE

(5) To disclose information, with prior approval of the Board, regarding
    the Company’s Good Corporate Governance to our stakeholders in the
    PTTEP annual report

(6) To oversee and provide recommendations on the Corporate Social
    Responsibility (CSR) activities

(7) To regularly review and update its own charter to ensure
    appropriateness

(8) To disclose the performance of the Corporate Governance Committee in
    the Company’s annual report

(9) To perform other duties relevant to the Good Corporate Governance of
    PTTEP Group as assigned by the Board

The Corporate Governance Committee consists of at least three directors,
all of whom must be an independent director. The serving term of the
current Committee is from April 25, 2014 to April 24, 2017. As of
December 31, 2014, the Committee comprised four members as follows:

+-------------------------------------------+--------------------------+
|   Admiral Tanarat Ubol                    | Chairman of the          |
|                                           | Committee and            |
|                                           | Independent Director     |
+-------------------------------------------+--------------------------+
|   Mr. Achporn Charuchinda                 | Member and               |
|                                           | Independent Director     |
+-------------------------------------------+--------------------------+
|   Mr. Nuttavudh Photisaro                 | Member and               |
|                                           | Independent Director     |
+-------------------------------------------+--------------------------+
|   Mr. Piti Tantakasem                     | Member and               |
|                                           | Independent Director     |
+-------------------------------------------+--------------------------+

Admiral Tanarat Ubol assumed the chairmanship from September 25, 2014 in
replacement of General Pornchai Kranlert. Mr. Nuttavudh Photisaro was
appointed on
September 25, 2014 in replacement of Mr. Maitree Srinarawat, while Mr.
Piti Tantakasem was appointed on October 1, 2014.

According to its charter, the Committee must hold the meeting at least
four times per year. During 2014, the Committee held seven meetings, and
the majority of incumbent directors as well as the Company’s Corporate
Secretary, acting as the Committee’s secretary, attended all the
meetings. The Committee has disclosed its annual performance in the
Corporate Governance Committee Report for 2014.

8.1.3.2 The Audit Committee

PTTEP’s Audit Committee has the duties and responsibilities according to
its charter as follows:

(1) To review the Company’s financial reports with the external auditor
    on a quarterly basis to ensure accuracy and adequacy

(2) To review the Company’s performance in compliance with the
    securities and exchange laws, SET’s regulations, and other laws
    related to the business

(3) To review connected transactions or transactions that may lead to
    conflicts of interest to ensure that these transactions comply with
    the laws and SET’s regulations and that they are reasonable as well
    as in the best interests of the Company

(4) To review that the Company has efficient and appropriate internal
    control and internal audit systems, including the audit reports and
    approaches taken, as well as to assess audit results in various
    activities of the Company according to the procedures and acceptable
    standards in coordination with the external auditor

(5) To consider, select, and propose the appointment of the external
    auditor, to consider the proposal of audit fees, and to attend the
    non-executive session meeting with the external auditor at least
    once a year

(6) To determine the independence of the Company’s Internal Audit
    Department, and to endorse the appointments, transfers, and review
    merits or punishments of the Head of the Internal Audit Department.
    In case the Head of the Internal Audit Department is the subject of
    a report, the Audit Committee will appoint an Investigation
    Committee as appropriate.

(7) To approve the audit plan of the Internal Audit Department

(8) To endorse the budget and workforce requirements of the Internal
    Audit Department for the management to propose to the Board

(9) To approve the charter of the Internal Audit Department

(10) To approve the Conflict of Interest Form required for the Head of
     the Internal Audit Department in case he or she must personally
     conduct the auditing

(11) To endorse auditing results in the annual audit plan, additional
     auditing results as requested

(12) To attend the shareholders’ meeting to answer questions regarding
     the Committee’s performance or appointment of the external auditor

(13) To annually review and update its own charter to ensure its
     appropriateness

(14) To perform other duties as assigned by the Board

(15) To prepare and disclose the Audit Committee Report in the Company’s
     annual report

The Audit Committee consists of at least three directors, all of whom
must be an independent director with knowledge, expertise, and
experience in auditing financial statements. The serving term of the
current Committee is from April 25, 2013 to April 24, 2016. As of
December 31, 2014, the Committee comprised three members as follows:

+------------------+---------------------+----------------------------+
| Director Name    | Position            | Financial Statements Audit |
|                  |                     | Experience                 |
+==================+=====================+============================+
| Mr. Ampon        | Chairman for two    | -   December 2005 – April  |
| Kittiampon       | terms               |     2007:                  |
+------------------+---------------------+----------------------------+
|                  | -   1^(st) term:    |   Member of the Audit      |
|                  |     April 25,2011   |   Committee,               |
+------------------+---------------------+----------------------------+
|                  | -   March 30, 2013  |   Rayong Refinery Plc.     |
+------------------+---------------------+----------------------------+
|                  | -   2^(nd) term:    | -   May – December 2007:   |
|                  |     April 25, 2013  |                            |
+------------------+---------------------+----------------------------+
|                  | -   Present         |   Chairman of the Audit    |
|                  |                     |   Committee,               |
+------------------+---------------------+----------------------------+
|                  |                     |   Rayong Refinery Plc.     |
+------------------+---------------------+----------------------------+
|                  |                     | -   April 2010 – April     |
|                  |                     |     2011:                  |
+------------------+---------------------+----------------------------+
|                  |                     |   Chairman of the Audit    |
|                  |                     |   Committee,               |
+------------------+---------------------+----------------------------+
|                  |                     |   PTT Plc.                 |
+------------------+---------------------+----------------------------+
| Mr. Achporn      | Member              | -   2007 – 2013:           |
| Charuchinda      |                     |                            |
+------------------+---------------------+----------------------------+
|                  | October 31, 2013 –  |   Chairman of the Audit    |
|                  | Present             |   Committee,               |
+------------------+---------------------+----------------------------+
|                  |                     |   Bank of Thailand’s       |
|                  |                     |   Financial                |
+------------------+---------------------+----------------------------+
|                  |                     |   Institutions Development |
|                  |                     |   Funds                    |
+------------------+---------------------+----------------------------+
|                  |                     | -   October 2013 –         |
|                  |                     |     Present:               |
+------------------+---------------------+----------------------------+
|                  |                     |   Member of the Audit      |
|                  |                     |   Committee,               |
+------------------+---------------------+----------------------------+
|                  |                     |   Metropolitan Waterworks  |
|                  |                     |   Authority                |
+------------------+---------------------+----------------------------+
| Mr. Sethaput     | Member              | -   2011 – 2012:           |
+------------------+---------------------+----------------------------+
| Su               | September 25, 2014  |   Director and Chairman    |
| thiwart-Narueput | – Present           |                            |
+------------------+---------------------+----------------------------+
| (In replacement  |                     |   of the Audit Committee,  |
| of               |                     |                            |
+------------------+---------------------+----------------------------+
| Mrs. Varanuj     |                     |   TMB Bank Plc.            |
+------------------+---------------------+----------------------------+
| Hongsaprabhas)   |                     | -   Experiences in         |
|                  |                     |     Financial Statements   |
+------------------+---------------------+----------------------------+
|                  |                     |   Analysis:                |
+------------------+---------------------+----------------------------+
|                  |                     | -   2008 – 2009:           |
+------------------+---------------------+----------------------------+
|                  |                     |   President, SCB Asset     |
|                  |                     |   Management               |
+------------------+---------------------+----------------------------+
|                  |                     | -   2007 – 2008:           |
+------------------+---------------------+----------------------------+
|                  |                     |   Managing Director and    |
|                  |                     |   Head of Research, SCB    |
|                  |                     |   Securities               |
+------------------+---------------------+----------------------------+

According to its charter, the Committee must hold the meeting on a
quarterly basis. During 2014, the Committee held ten meetings, and 63
agenda items were considered. All incumbent directors and the
Committee’s secretary, who was the Vice President of the Internal Audit
Department, attended all the meetings. The Committee has disclosed its
annual performance in the Audit Committee Report for 2014.

8.1.3.3 The Nominating Committee

PTTEP’s Nominating Committee has the duties and responsibilities
according to its charter as follows:

(1) To select and nominate individuals qualified to be directors or
    President and Chief Executive Officer (CEO) to the Board for their
    consideration and to the Annual Shareholder’s General meeting for
    their approval when there is a vacancy or a need to replace those
    whose term has expired by taking into consideration the Board
    composition, their knowledge and capability, experience proven
    useful to PTTEP, the number of companies in which they had served as
    a director, and their conflict of interest

(2) To prepare list of possible candidates for new directors or CEO in
    advance and/or when there is a vacancy

(3) To accept opinion or suggestions from the Board and/or CEO of PTT
    (if any) to supplement the nomination selection decision before
    submitting it to the Board for consideration and to the AGM (as the
    case may be)

(4) To consider annual Board Performance Target and the Performance
    Agreement of the Board and CEO and propose to the Board for approval
    as well as to set the Performance Evaluation Form of the Chairman,
    Directors, Sub-Committees, and President and Chief Executive Officer

(5) To consider and propose qualified directors to be a member of the
    Board or to be the chairman of the Sub-Committees when there is a
    vacancy as well as to propose the restructuring of Sub-Committees as
    deem appropriate

(6) To regularly review and update its own charter in order to ensure
    its appropriateness

(7) To disclose performance of the Sub-Committee in the Company’s annual
    report

(8) To perform other duties relevant to the nomination of directors or
    Chief Executive Officer as may be assigned by the Board

The Nominating Committee consists of at least three directors, in which
the Chairman and the majority of the members must be an independent
director. The serving term of the current Committee is from June 28,
2012 to June 27, 2015. As of December 31, 2014, the Committee comprised
three members, two of which were independent directors, as follows:

+-------------------------------------+--------------------------------+
|   Mr. Nuttavudh Photisaro           | Chairman and Independent       |
|                                     | Director                       |
+-------------------------------------+--------------------------------+
|   Mr. Manas Jamveha                 | Member                         |
+-------------------------------------+--------------------------------+
|   Colonel Nimit Suwannarat          | Member and Independent         |
|                                     | Director                       |
+-------------------------------------+--------------------------------+

Mr. Nuttavudh Photisaro assumed the chairmanship from September 25, 2014
in replacement of General Warawat Indradat. On the same date, Mr. Manas
Jamveha and Colonel Nimit Suwannarat were appointed as members of the
Committee in replacement of Mr. Pailin Chuchottaworn and General
Pornchai Kranlert, respectively.

According to its charter, the Committee must hold the meeting at least
two times per year. During 2014, the Committee held five meetings, and
all incumbent directors as well as the Company’s Corporate Secretary,
acting as the Committee’s secretary, attended all the meetings. The
Committee has disclosed its annual performance in the Nominating
Committee Report for 2014.

8.1.3.4 The Remuneration Committee

PTTEP’s Remuneration Committee has the duties and responsibilities
according to its charter as follows:

1) To consider remuneration for the Board and Sub-Committees before
proposing at the Annual General Shareholders’ Meeting for approval using
the fair and reasonable criteria or principles, while also being able to
ensure that the remunerations are in accordance with the individual
performance results, the Company’s performance, the industry practices,
as well as the scope of duties and responsibilities

2) To consider the remunerations of the President and Chief Executive
Officer (CEO), and the salary structure of the Company’s executives
before proposing the fair and reasonable criteria or principles before
proposing them to the Board for approval.

The remuneration of CEO must be in alignment with the duties and
responsibilities, as well as the performance results of CEO

3) To evaluate the performance of the Remuneration Committee d report it
to the Board for an annual disclosure to shareholders

4) To regularly review and update the Remuneration Committee Charter to
ensure its appropriateness

5) To perform other duties as assigned by the Board

The Remuneration Committee consists of at least three directors, in
which the Chairman and the majority of the members must be an
independent director. The serving term of the current Committee is from
June 28, 2012 to June 27, 2015. As of December 31, 2014, the Committee
comprised three members, two of which were independent directors, as
follows:

+------------------------------------+---------------------------------+
|   Mr. Achporn Charuchinda          |   Chairman and Independent      |
|                                    |   Director                      |
+------------------------------------+---------------------------------+
|   Admiral Tanarat Ubol             | Member and Independent Director |
+------------------------------------+---------------------------------+
|   Mr. Pailin Chuchottaworn         |   Member                        |
+------------------------------------+---------------------------------+

Mr. Achporn Charuchinda assumed the chairmanship from September 25, 2014
in replacement of Mr. Athapol Yaisawang. On the same date, Admiral
Tanarat Ubol and Mr. Pailin Chuchottaworn were appointed as members of
the Committee in replacement of General Warawat Indradat and Mr.
Nattachat Charuchinda, respectively.

During 2014, the Committee held one meeting, and all incumbent directors
as well as the Company’s Corporate Secretary, acting as the Committee’s
secretary, attended all the meetings. The Committee has disclosed its
annual performance in the Remuneration Committee Report for 2014.

8.1.3.5 The Risk Management Committee

PTTEP’s Risk Management Committee has the duties and responsibilities
according to its charter as follows:

1) To define the policy framework and process for risk management,
including recommendation on corporate risk management to the Board and
management

2) To promote and implement the risk strategy and policy by enhancing
the level of risk awareness within the Company and through the
development of appropriate procedures and commitment of resources

3) To maintain an enterprise-wide view of risks which are related to
corporate direction and E&P value chain such as exploration risk,
development risk, SSHE risks, investment and geopolitical risk,
financial risk, organizational capability risk, and law and regulatory
risk, as well as to recommend mitigation strategy to manage risks to
keep them within the acceptable level according to clause 1) and
continuously monitor, assess and improve mitigation strategy in
responding to changing of the business environment

4) To support risk management function in assessing key risk factors and
provide advices on other potential risks which may impact the Company
for continuous and efficient risk management comparable to other leading
companies, as well as to assign certain tasks related to PTTEP risk
management to the risk management function to perform

5) To support the monitoring of risks across PTTEP and regularly report
to the Board

6) To disclose the Committee’s performance in the company’s annual
report

7) To regularly review and update its own charter to ensure its
appropriateness

8) To perform other duties relating to the Company’s risk management as
may be assigned by the Board

The Risk Management Committee consists of at least three directors, and
at least one member must be an independent director. As of December 31,
2014, the Committee comprised five members, two of which were
independent directors, as follows:

Mr. Nuttachat Charuchinda assumed the chairmanship from September 25,
2014 in replacement of Mr. Prajya Phinyawat, who was appointed as the
Chairman of the Board, thereby ending his term as a member of the Risk
Management Committee. On the same date, Mr. Chakkrit Parapuntakul, Mr.
Sethaput Suthiwart-Narueput, and Colonel Nimit Suwannarat were appointed
as members of the Risk Management Committee in replacement of Mr. Tevin
Vongvanich, Mr. Viraphol Jirapraditkul, and Mrs. Varanuj Hongsaprabhas,
respectively.

According to its charter, the Committee must hold the meeting at least
four times per year. During 2014, the Committee held nine meetings, and
the majority of incumbent directors attended all the meetings. The
Committee’s secretary, who was the Executive Vice President of the
Strategy and Business Development Group, also attended the meetings. The
Committee has disclosed its annual performance in the Risk Management
Committee Report for 2014.

8.1.3.6 Independent Directors Committee

PTTEP’s Independent Directors Committee has the duties and
responsibilities according to its charter as follows:

(1) To propose to the Board and/or President and Chief Executive Officer
    (as the case may be) on significant matters that are beneficial to
    the Company and major and minor shareholders

(2) To advice the Board and independent directors on their roles and
    responsibilities for the benefits of the Company and major and minor
    shareholders

(3) To review that the Company’s operations in order to ensure that they
    comply with the laws relevant to independent directors, as well as
    to review the definition of independent directors to be lawfully
    appropriate and complete

(4) To perform other duties as assigned by the Board, provided that such
    duties do not affect the Committee’s independence

(5) To regularly review and update the Independent Directors Committee
    Charter to ensure its appropriateness

The directors who meet all qualifications of an independent director
according to the CG&BE are considered as an independent director without
requiring appointment from the Nominating Committee. As of December 31,
2014, the Committee comprised eight members as follows:

+--------------------------------------+-------------------------------+
|   Mr. Prajya Phinyawat               | Chairman                      |
+--------------------------------------+-------------------------------+
|   Admiral Tanarat Ubol               | Vice Chairman                 |
+--------------------------------------+-------------------------------+
|   Mr. Ampon Kittiampon               | Member                        |
+--------------------------------------+-------------------------------+
|   Mr. Achporn Charuchinda            | Member                        |
+--------------------------------------+-------------------------------+
|   Colonel Nimit Suwannarat           | Member                        |
+--------------------------------------+-------------------------------+
|   Mr. Sethaput Suthiwart-Narueput    | Member                        |
+--------------------------------------+-------------------------------+
|   Mr. Piti Tantakasem                | Member                        |
|                                      |                               |
|   Mr. Nuttavudh Photisaro            | Member                        |
+--------------------------------------+-------------------------------+

According to its charter, the Committee must hold the meeting at least
four times per year. During 2014, the Committee held four meetings, and
the majority of incumbent directors as well as the Company’s Corporate
Secretary, acting as the Committee’s secretary, attended all the
meetings. There was no compensation paid to the members of the Committee
for their meeting attendance. The Committee has disclosed its annual
performance in the Independent Directors Committees Report for 2014.

PTTEP’s Definition of Independent Directors

The Good Corporate Governance of PTTEP has defined the qualification of
the Company’s independent directors stricter than those defined by the
Capital Market Supervisory Board, specifically in the area of
shareholding as clarified in no. 1) below. Our definitions of an
independent director, whose qualification is annually reviewed, are as
follows:

(1) Holding shares not exceeding 0.5 percent of the total number of
    shares with voting rights of PTTEP, our parent company, subsidiary
    company, associated company, major shareholder or controlling
    person, including shares held by related persons of such independent
    director

(2) Neither being nor used to be an executive director, employee, staff,
    advisor who receives salary, or a controlling person of PTTEP, our
    parent company, subsidiary company, associated company, same-level
    subsidiary company, major shareholder or controlling person, unless
    the foregoing status has ended for not less than two years prior to
    his/her appointment as an Independent Director. Such prohibited
    characteristic shall not include the case where the independent
    director used to be a government official or advisor of a government
    unit which is a major shareholder or controlling person of the
    Company.

(3) Not being a person related by blood or legal registration as a
    father, mother, spouse, sibling, and child, including spouse of a
    child of director, executive, major shareholder, controlling person,
    or person to be nominated as director, executive, or controlling
    person of PTTEP or its subsidiary company

(4) Neither having nor used to have a business relationship with PTTEP,
    our parent company, subsidiary company, associated company, major
    shareholder, or controlling person, in the manner which may
    interfere with his independent judgment, and neither being nor used
    to be a significant shareholder or controlling person of any person
    having a business relationship with the Company, our parent company,
    subsidiary company, associated company, major shareholder or
    controlling person, unless the foregoing relationship has ended for
    not less than two years.

The term ‘business relationship’ under the first paragraph shall include
normal business transactions, rental or lease of immovable property,
transactions relating to assets or services or granting or receiving of
financial assistance. For example, these include receiving or extending
loans, guarantee, providing assets as collateral, and any other similar
actions which can potentially result in PTTEP or his counterparty being
subject to indebtedness payable to the other party in the amount of
three percent or more of the net tangible assets of PTTEP or THB twenty
million or more, whichever is lower. The amount of such indebtedness
shall be calculated according to the method for calculation of value of
connected transactions under the Notification of the Capital Market
Supervisory Board’s governing rules on connected transactions mutatis
mutandis. The consideration of such indebtedness shall include
indebtedness occurred during the period of one year prior to the date on
which the business relationship with the person commences.

(5) Neither being nor used to be an auditor of PTTEP, our parent
    company, subsidiary company, associated company, major shareholder,
    or controlling person, and not being a significant shareholder,
    controlling person, or partner of an audit firm which employs
    auditors of the Company, our parent company, subsidiary company,
    associated company, major shareholder or controlling person, unless
    the foregoing relationship has ended not less than two years

(6) Neither being nor used to be a provider of any professional
    services, including those as legal advisor or financial advisor who
    receives service fees exceeding THB two million per year from PTTEP,
    our parent company, subsidiary company, associated company, major
    shareholder or controlling person, and not being a significant
    shareholder, controlling person or partner of the provider of
    professional services, unless the foregoing relationship has ended
    for not less than two years

(7) Not undertaking any businesses in the same nature and in competition
    to the business of PTTEP or its subsidiary company, or not being a
    significant partner in a partnership or being an executive director,
    employee, staff, advisor who receives salary or holding shares
    exceeding one percent of the total number of shares with voting
    rights of any company which undertakes business in the same nature
    and in competition to the business of the Company or our subsidiary
    company

(8) Not being a director appointed as representative of directors of
    PTTEP, major shareholder or shareholder who is related to major
    shareholder

(9) Not having any other characteristics which cause the inability to
    express independent opinions regarding PTTEP’s business operations

After being appointed as independent director with the qualifications
under No. (1) to (9), the independent director may be assigned by the
Board to take part in the business decision of PTTEP, our parent
company, subsidiary company, associated company, same-level subsidiary
company, major shareholder or controlling person, provided that such
decision shall be in the form of a collective decision.

The definition of each of specific words mentioned is subjected to the
Notification of the Capital Market Supervisory Board’s RE: Determination
of Definitions relating to Issuance and Offer for Sale of Securities.

Business Relationship or Professional Services of Independent Directors
for the Company during the Past Fiscal Year

None

8.1.4 Performance Appraisal of the Board

The Good Corporate Governance and Business Ethics of PTTEP Group (CG&BE)
stipulates that there should be an annual performance appraisal for the
Board. In 2014, the appraisal of the Board will derive from the score
from Board Performance Target, while the Chairman and Sub-Committees
will be evaluated by the Board using the corresponding appraisal forms.
This would allow the Company’s directors to review their performances,
key issues, and obstacles with which they had faced during the past year
as well as to enhance their directorship efficiencies. The Nominating
Committee will determine the appraisal forms and consider the Board
Performance Target prior to proposing to the Board for consideration and
approval. The Board’s performance appraisal comprised the followings.

1)  Individual self-appraisal which includes four evaluation topics
    in (1) Qualifications, (2) Independence, (3) Roles and
    Responsibilities, and (4) Training and Self-Development

2)  Appraisal of the whole Board which includes six evaluation topics
    in (1) Corporate Policies and Strategic Planning, (2) Board
    Performance, (3) Management Governance, (4) Board Meetings, (5)
    Board Structure and Qualifications, and (6) Training and Development

3)  Appraisal of Sub-Committees which includes questions on each
    Sub-Committee’s performance efficiency according to the roles and
    responsibilities stated in their individual charter

4)  Appraisal of the Chairman which includes questions on the Chairman’s
    performance efficiency according to the roles and responsibilities
    of the Chairman as stated in CG&BE under Section 6.3: Roles of the
    Board of Directors and Management, including topics such as acting
    as the Chairman of the Board meetings and the Annual General
    Shareholders’ Meeting, setting agendas for the Board meetings, and
    performing other of the Board’s meeting-related roles, etc.

As for individual cross-appraisal, the Nominating Committee has agreed
that the evaluation be refrained in 2014 as there were six directors who
had assumed directorship to fill in the vacancies within a considerably
short period.

Unchanged from 2013, the 2014 appraisal set a weight for each topic with
a scoring system of 1 to 5; 1 = urgent improvement needed, 2 =
improvement needed, 3 = fair, 4 = good, 5 = very good. The 2014 annual
results are as follows:

(1) The self-appraisal score averaged at 4.71, while it was 4.86 in
    2013.

(2) The appraisal of the Board consisted of two parts, in which each
    weighs 50%.

2.1) Score from the Board Performance Target was 3.53, where the score
was 3.47 in 2013.

2.2) Score from the self-appraisal of the Board averaged at 4.80, while
it was 4.89 in 2013.

The overall appraisal score of the Board for 2014 therefore averaged at
4.17, while it was 4.18 in 2013.

(3) The appraisal scores of the five Sub-Committees were within the
    highest range and are as follows:

    1.  The appraisal score of the Audit Committee was 4.91, while it
        was 4.96 in 2013.

    2.  The appraisal score of the Remuneration Committee was 4.84,
        while it was 4.91 in 2013.

    3.  The appraisal score of the Nominating Committee was 4.79, while
        it was 4.86 in 2013.

    4.  The appraisal score of the Corporate Governance Committee was
        4.80, while it was 4.95 in 2013.

    5.  The appraisal score of the Risk Management Committee was 4.83,
        while it was 4.93 in 2013.

(4) The appraisal of the Chairman by the Board was 4.96, while it was
    4.98 in 2013.

PTTEP reports the score results to the Board for acknowledgement before
disclosing them in the annual report. Recommendations from the Board’s
appraisal will then be used for efficiency improvement of the Board,
Sub-Committees, Chairman, and the Company in the future.

8.1.5 Performance Appraisal of the President and Chief Executive Officer

The Board assigns the Remuneration Committee to conduct performance
appraisal of the President and Chief Executive Officer (CEO). The
appraisal form is determined by the Nominating Committee and based on
the Performance Agreement for CEO, in which the result will be measured
by the Company’s KPI in that year. The appraisal form must also be
approved by the Board to ensure check and balances system as well as to
allow the Company to monitor the performance of CEO in comparison to his
or her preset short- and long-term targets. The appraisal result
essentially provides the transparency and justification in consideration
of CEO’s remuneration, in addition to promoting the Company’s Good
Corporate Governance and a greater operational efficiency in the future.

8.1.6 The Board’s Meeting

The Board’s monthly meetings and agendas are scheduled and predetermined
in advance each year by the Board itself, where there are normally 12
meetings being held annually on the last Thursday of every month. The
Board members have been informed of 2015 meeting schedule since October
2014. Meetings related to the Company’s strategic planning, in which the
Board has greatly committed its time and priority, are commonly held in
the off-site meeting. Additional meetings were held when deemed
appropriate. In 2014, there were 14 of the Board’s meetings. The Board
usually receives meeting invitations from the Corporate Secretary, along
with agendas and important documents related to the meetings, to
considerate 7 days or 5 working days prior to the meeting date.
Consequently, the members would therefore have adequate time to prepare
themselves before attending the meetings except when urgent
circumstances occur. In addition, the Board members can make enquiries
regarding the Board meeting matters from the Corporate Secretary.

Generally, the Company’s Chairman, the President and Chief Executive
Officer (CEO), and the Corporate Secretary will consider agendas to be
proposed in the Board’s meetings, but in practice the directors also
have the eligibility to propose agendas as well.

The Board’s meeting agendas are clearly classified, namely, the agendas
for approval, agendas for acknowledgement, and the monthly agenda of
Performance Review. In 2014, there were 84 agendas proposed for
approval. Among the agendas were of PTTEP reorganization, strategic
direction and policy of the Company’s operation, strategic direction and
policy review correspondingly to the drop in oil prices, annual
budgetary, financial statements, project investment, member of
Thailand’s Private Sector Collective Action Coalition against Corruption
Council (CAC), revision of the Good Corporate Governance and Business
Ethics of PTTEP Group, election of the Chairman, Vice Chairman and
director to fill in the vacancies as well as appointing Sub-Committees’
members and authorized directors who may sign to bind the Company, and
the 2014 Board’s performance appraisal. Some of the agendas meanwhile
were of regulation concerns, such as the issue of the Investment Project
Management Regulation B.E. 2557 and the revision of the Risk Management
Committee Charter B.E. 2548.

During the year, there were 144 agendas proposed for acknowledgement,
most of which were reports of the performance and development of
Company’s projects, PTTEP share investment environment, CG and CSR
reports, Business Continuity Management during the Bangkok Shutdown
period, state enterprise direction according to the National Council for
Peace and Order (NCPO), the appointment of executives, and results of
the Sub-Committees’ meetings.

During each meeting, the Chairman will allocate an appropriate period of
time for each agenda as well as provide the opportunity for the
directors to express their opinions freely. The executives have also
attended the meetings however only during appropriate agendas to offer
the necessary information and acknowledge the policies and issues being
raised for the purpose of work process efficiency. Each of the Board’s
meetings usually lasted about three hours. The Corporate Secretary
attended every meeting to supervise the meetings, provide advice to the
Board on related rules and regulations for proper practices, take
minutes of the meetings, and gather information or meeting documents.

The Board’s resolution is based on majority vote, whereas one director
is eligible for one vote. Shall a director have a stake in one of the
issues, he or she will not be allowed to attend the meeting and/or to
exercise a vote in the particular issue. In the circumstance where the
voting is tied, the Chairman of the meeting is entitled to the one
additional and final vote.

The issues which are required to receive an approval of more than
three-fourth of the total number of the Company’s eligible shareholders
attending the meeting are as follows:

1) Selling or transferring, in whole or significant parts, of the
Company’s business

2) Purchasing or accepting of transfer of business of other companies or
private companies by PTTEP

3) Making, amending or terminating of contracts related to hiring of the
Company’s business, in whole or significant parts, including entrustment
of the management to, or consolidation of the business with, other
entities with the purpose of profit and loss sharing

4) Amending of the Company’s Memorandum of Association or the Articles
of Association

5) Increasing and decreasing of the Company’s capital, issuing of
debentures, merger and acquisition, and business dissolution

6) In case where the Company or our subsidiaries agrees to enter
connected transactions or sales or acquisition of the Company or the
subsidiaries assets, as determined by the Stock Exchange of Thailand’s
announcement on connected of listed companies (as the case may be)

Minutes of the Board meetings cover all significant matters in
completion. For the issues seeking approval, the resolutions are
unanimous. Name of the persons attending or absented from the meetings,
name of meetings’ attendants, name and content of those who state their
opinions, questions, answers, or clarifications are recorded in details,
while the reports of the minutes are systematically filed and kept in
safety. All directors of the Board usually attend all of the meetings
unless an absence deemed necessary. In which case, the director must
provide the Boards’ Chairman with an absent letter which is subsequently
recorded in the report of individual directors’ meeting attendance.

In 2014, the non-executive meetings were held two times, one in July and
one in December, which were without presence of the management and were
held prior to the ordinary Board meeting. The purpose of the meetings
was to discuss and clarify some ongoing issues which were of interest,
while the results were summarized and acknowledged to CEO for further
consideration.

8.1.7 Number of Meeting Attendance of PTTEP Directors in 2014

[TABLE]

[TABLE]

8.1.8 Number of PTTEP Shares Held by the Directors

+-------------+-----------+-------------+--------+-------+-------------+
| Director    |           | Number of   |        |       |             |
| Name        |           | Shares      |        |       |             |
+=============+===========+=============+========+=======+=============+
|             |           | As of       | C      |       | As of       |
|             |           |             | hanges |       |             |
|             |           | January 1,  | in     |       | December    |
|             |           | 2014        | 2014   |       | 31, 2014    |
+-------------+-----------+-------------+--------+-------+-------------+
| 1.  Mr.     | Phi       | 15,000      | Acqui  | -     | 15,000      |
|     Prajya  | nyawat^($ |             | sition |       |             |
|             | ,#,%,###) |             |        |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 2.  Mr.     | Parapun   | -           | Acqui  | -     | -           |
|             | takul^(%) |             | sition |       |             |
|    Chakkrit |           |             |        |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 3.  Mr.     | Kittiam   | -           | Acqui  | -     | -           |
|     Ampon   | pon^($,%) |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 4.  Mr.     | Ch        | -           | Acqui  | -     | -           |
|     Pailin  | uchottawo |             | sition |       |             |
|             | rn^(%,$#) |             |        |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 5.  Mr.     | Ja        | -           | Acqui  | -     | -           |
|     Manas   | mveha^(%) |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 6. Mr.      | Charuchin | -           | Acqui  | -     | -           |
| Achporn     | da^($,,%) |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 7. Mr.      | Charuc    | -           | Acqui  | -     | -           |
| Nuttachat   | hinda^(%) |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 8. Mr.      | Photisar  | -           | Acqui  | -     | -           |
| Nuttavudh   | o^($,%,@) |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 9. Admiral  | Ubol^($   | -           | Acqui  | -     | -           |
| Tanarat     | ,%,@,$##) |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 10. Colonel | Suwannara | -           | Acqui  | -     | -           |
| Nimit       | t^($,%,@) |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 11.Mr.      | Suthiwar  | -           | Acqui  | -     | -           |
| Sethaput    | t-Naruepu |             | sition |       |             |
|             | t^($,%,@) |             |        |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 12. Mr.     | Picha     | -           | Acqui  | -     | -           |
| Chavalit    | lai^(%,@) |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 13. Mr.     | T         | -           | Acqui  | -     | -           |
| Piti        | antakasem |             | sition |       |             |
|             | ^($,%,@@) |             |        |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 14. Mr.     | Vongvani  | 101,876     | Acqui  | 1     | 118,977     |
| Tevin       | ch^($###) |             | sition | 7,101 |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| Former      |           |             |        |       |             |
| directors   |           |             |        |       |             |
| resigning   |           |             |        |       |             |
| during 2014 |           |             |        |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   1. Mr.    | Sit       | -           | Acqui  | -     | -           |
|   Norkun    | thiphong* |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   2. Mr.    | Ya        | -           | Acqui  | -     | -           |
|   Athapol   | isawang** |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 3. Mr.      | Jirapra   | -           | Acqui  | -     | -           |
| Viraphol    | ditkul*** |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 4. Mr.      | Liumsirij | -           | Acqui  | -     | -           |
| Suthep      | arern**** |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 5. General  | Ind       | -           | Acqui  | -     | -           |
| Warawat     | radat**** |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 6. Mrs.     | Hongsapr  | -           | Acqui  | -     | -           |
| Varanuj     | abhas**** |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 7. Mr.      | Srinar    | -           | Acqui  | -     | -           |
| Maitree     | awat***** |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
| 8. General  | Kran      | -           | Acqui  | -     | -           |
| Pornchai    | lert***** |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Spouse    |           | -           | Acqui  | -     | -           |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|   Minor     |           | -           | Acqui  | -     | -           |
|   child     |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+
|             |           |             | Dispo  | -     |             |
|             |           |             | sition |       |             |
+-------------+-----------+-------------+--------+-------+-------------+

+-----------------------------+----------------------------------------+
| ^($)Independent Director    |   ^(#) Chairman of the Board           |
+-----------------------------+----------------------------------------+
| ^(%)Non-Executive Director  |   ^($#) Vice Chairman of the Board     |
+-----------------------------+----------------------------------------+
| ^(@) Assumed Position on    |   ^($##) Vice Chairman of the          |
| September 1, 2014           |   Independent Director Committee       |
+-----------------------------+----------------------------------------+
| ^(@@) Assumed Position on   |   ^($###) Chief Executive Officer      |
| October 1, 2014             |                                        |
+-----------------------------+----------------------------------------+
| ^(*) End of Directorship    |   ^(###) Chairman of the Independent   |
| Term in 2014 General        |   Director Committee                   |
| Shareholders                |                                        |
+-----------------------------+----------------------------------------+
| Meeting on March 27, 2014   |   Members of the Audit Committee are   |
|                             |   directors 3, 6, and 11               |
+-----------------------------+----------------------------------------+
| ^(**) Resigned from the     |   Members of the Remuneration          |
| directorship on May 1, 2014 |   Committee are directors 4, 6, and 9  |
+-----------------------------+----------------------------------------+
| ^(***) Resigned from the    |   Members of the Nominating Committee  |
| directorship on July 17,    |   are directors 5, 8, and 10           |
| 2014                        |                                        |
+-----------------------------+----------------------------------------+
| ^(****)Resigned from the    |   Members of the Governance Committee  |
| directorship on August 30,  |   are directors 6, 8, 9, and 13        |
| 2014                        |                                        |
+-----------------------------+----------------------------------------+
| ^(*****)Resigned from the   |   Members of the Risk Management       |
| directorship on August 31,  |   Committee are directors 2, 7, 10,    |
| 2014                        |   11, and 12                           |
+-----------------------------+----------------------------------------+

8.2 The Management

As of January 1, 2015, PTTEP’s management, according to the definition
of management defined by the Capital Market Supervisory Board (CMSB),
consists of 16 members. Details of their biography, qualification, and
past experience are disclosed in the “Information of the Board of
Directors, Management and Corporate Secretary of the Company” section.

List of Management Name and Number of Shares Held by Management[16] and
Their Spouse and Minor Child

[TABLE]

8.3 Corporate Secretary

The Corporate Secretary plays a major role in effectively coordinating
internally among the Chairman, and the President and Chief Executive
Officer, or the management, and externally among companies,
shareholders, and regulators. Currently, Mrs. Pranot Tirasai, who
possesses knowledge, ability0, experiences and graduated in law, is the
Corporate Secretary as appointed by the Board, and she also holds a
position of the Board’s Secretary. More details are disclosed in the
“Information of the Board of Directors, Management and Corporate
Secretary of the Company” section.

8.4 Remuneration of Directors and Executives

8.4.1 Remuneration of the Board and Members of the Sub-Committees

PTTEP has a sound and transparent policy of remuneration for directors
of the Board and Sub-Committees. The Remuneration Committee, who is
responsible for the policy, reviews the remuneration with prudence by
taking into consideration remuneration of listed and comparable
companies in the industry, performance of PTTEP, duties and
responsibilities of directors, the overall economic situation, and
shareholders’ opinions. The 2014 Annual General Shareholders’ Meeting
(AGM) approved the following remunerations for members of the Board and
Sub-Committees, as proposed by the Remuneration Committee.

  Remuneration Rates for Members of the Board

(1) Monthly allowance of THB 40,000 per person per month in a full-month
    payment

(2) Meeting allowance of THB 40,000 per person per meeting attendance

(3) Bonus for the Board if there is a dividend in that year, totaling
    0.1 percent of the Company’s consolidated net profit in that year,
    but no more than THB 60 million per year, and in proportion to the
    director’s period in the position

(4) 25 percent increase in all of the above for the Chairman

Remuneration Rates for Members of the Sub-Committees

This is in association to the Company’s five standing Sub-Committees,
namely, the Corporate Governance Committee, the Audit Committee, the
Remuneration Committee, the Nominating Committee, and the Risk
Management Committee.

(1) Meeting allowance of THB 40,000 per person per meeting attendance

(2) 25 percent increase for the Sub-Committee’s Chairman

(3) No remuneration in a case of circulation

(4) Excluding the Sub-Committees’ members who are in the management from
    the top executive level down.

Other Remuneration for PTTEP Directors

- None -

Remuneration of Members of the Board and Sub-Committees in 2014

[TABLE]

In 2014, remuneration of PTTEP’s independent director who also served as
an independent director in PTT, which is the Company’s parent company,
can be summarized as follows:

  --------------------- -------------- ------------- --------------- --------------
  Director Name         Remuneration                 Meeting         Total
                                                     Allowance for   
                                                     Sub-Committee   
                                                     Director        

                        Bonus          Meeting and                   
                                       Monthly                       
                                       Allowance                     

  1. Mr. Athapol        850,936.42     411,766.13    0               1,262,702.55
  Yaisawang                                                          
  --------------------- -------------- ------------- --------------- --------------

8.4.2 Remuneration of the Directors of Subsidiaries and Associated
Companies

PTTEP’s subsidiaries are functional units of the Company’s petroleum
operations or related businesses, looking out for our optimal benefits
as well as compliance with investment conditions. Some subsidiaries
carry out full-scale operation. PTTEP appoints executives of PTTEP to
hold a directorship position in our subsidiaries. In general, the
Company’s subsidiaries have been structured to have the least number of
directors consisting of the Company’s executives such as senior vice
presidents, and/or executive vice presidents, and/or vice presidents
directly in charge of relevant projects, while the rest are fulfilled by
those appointed by PTTEP to ensure that the subsidiaries’ assets are
managed for the Company’s best interest.

The Company’s executives who are assigned to be directors of the
subsidiaries and associated companies, which are in the E&P business or
those directly related such as PTTEP Services Co., Ltd., do not receive
additional remuneration. This is because it is considered as a part of
their duties and responsibilities to perform on behalf of the Company.
On the other hand, according to the Good Corporate Governance and
Business Ethics of PTTEP Group, the executives are entitled to
additional remuneration as a director of a subsidiary if such subsidiary
operates other businesses. This is because it is considered as the
duties and responsibilities which are of additional assignments in the
companies such as PTT ICT Solutions Co., Ltd., and Energy Complex Co.,
Ltd.

8.4.3 Remuneration of the President and Chief Executive Officer

Remuneration of the President and Chief Executive Officer is defined
under the principles which are unbiased, reasonable, justifiable, and
transparent. PTTEP’s Remuneration Committee is responsible for reviewing
remuneration of the President and Chief Executive Officer prior to
proposing for the Board’s approval. The approval from the Board is based
on his or her performance, duties and responsibilities, the Company’s
performance, remuneration of listed companies similarly in size and
industry, and the overall economic situation. The President and Chief
Executive Officer’s remuneration consists of both short-term and
long-term arrangements such as salary/bonus payment and eligibility in
the Employee Joint Investment Program (EJIP), respectively.

Remuneration of the President and Chief Executive Officer is determined
using the fair and appropriate procedures, his annual performance, and
duties and responsibilities.

8.4.4 Remuneration of the Executives

PTTEP’s Remuneration Committee is responsible for the salary structure
of the Company’s executives. The key principles are to produce an
unbiased and reasonable structure, which reflects not only the Company’s
own business nature, its performance, and his or her performance, but
also some of the variables which can be compared to and justified by
those of other leading companies in the industry. The Board must give an
approval to the structure before its implementation.

Meanwhile, the President and Chief Executive Officer is responsible for
reviewing the appropriateness of the remuneration of each of the
executives as well as their annual salary increase, taking into
consideration his or her overall performance, group-oriented and
target-based performance, and the Company’s performance.

To maintain the Company’s remuneration competitiveness, PTTEP conducts
an annual survey on remuneration of leading companies in the industry.
The information gathered through the survey allows the Remuneration
Committee to better understand the current market situation to further
increase its competitiveness in the job market, and to be able to
provide the Company’s Board with thorough explanations particularly when
the changes in the salary structure and payment method are drastic.

  Remuneration of the Executives

  -------------------------------------------------------------------------
                     2013                       2014     
  ------------------ --------- ---------------- -------- ------------------
                     Number    Total Amount     Number   Total Amount (THB)
                               (THB)                     

  Salary             10[17]    55,799,256       12[18]   75,845,182

  Bonus                        35,372,310[19]            35,826,916[20]

  Other                        8,060,883                 10,616,211
  compensation[21]                                       

  Total                        99,232,449                122,288,309
  -------------------------------------------------------------------------

In 2014, compensation (salary, bonus, and contribution to the provident
fund) of PTTEP’s and its subsidiaries’ (PTTEP Services Limited and PTTEP
Siam Limited) employees, including wages of seconded workers, totaled
THB 6,254,662,166.

8.5 Personnel

As of December 31, 2014, PTTEP and its subsidiaries had a total
workforce of 4,547.

Number of Employees

  ----------------------------------------------------- -----------------
  Employee Type                                         Total (Persons)

  Permanent Employees                                   2,208

  Thai Contract Employees                               1,523

  Non-Thai Contract Employees                           174

  Local Employees                                       623

  Seconded Employees                                    19

  Total                                                 4,547
  ----------------------------------------------------- -----------------

Remarks: - Based on the Company’s SAP database as of December 31, 2014

-   Seconded employee is an employee of other companies in PTT Group who
    is assigned to work at PTTEP.

-   Of the total number of the permanent employees, 2,208 were of PTTEP
    while 5 were of PTTEP Siam Limited. The number also included 8
    employees who were on a long-term leave.

-   Of the total number of the employees abroad, 337 were of non-Thai
    contract employees, and 286 were of non-Thai permanent employees.

-   The total number of Thai contract employees did not include
    outsourced staff, such as maid and drivers, of 357.

Number of Employees of Each Function Group

  --------------------------------------------------------------------------------------
  Function Group                 Permanent   Thai       Non-Thai   Local      Seconded
                                 Employee    Contract   Contract   Employee   Employee
                                             Employee   Employee              
  ------------------------------ ----------- ---------- ---------- ---------- ----------
  President and Chief Executive  64          14         -          1          1
  Officer                                                                     

  Domestic Asset                 600         579        7          -          5

  Development and Engineering    365         216        47         36         1

  Finance and Accounting         151         141        -          -          -

  Geosciences, Reservoir         211         54         28         10         -
  Engineering and Exploration                                                 

  Human Resources and Business   137         128        2          -          -
  Services                                                                    

  International Asset            210         56         50         576        11

  Operations Supply Chain and    285         269        35         -          1
  Technology                                                                  

  Strategy and Business          91          14         2          -          -
  Development                                                                 

  Technology and Sustainability  94          52         3          -          -
  Development                                                                 

  Total                          2,208       1,523      174        623        19
  --------------------------------------------------------------------------------------

  ^(Remarks: - Base on the Company’s SAP database as of December 31, 2014)

  ^(- The Function Group as shown in the table is as of December 31, 2014)

Employee Turnover

  ------------------------------ ------------------- --------------------
                                 Ins                 Outs

  Permanent Employees            227                 94

  Thai Contract Employees        231                 249

  Non-Thai Contract Employees    53                  62

  Local Employees                217                 192

  Seconded Employees             7                   6
  ------------------------------ ------------------- --------------------

  ^(Remarks: - Base on the Company’s SAP database as of December 31, 2014)

  ^(- Turnover number includes outsourced staff, such as maid and drivers.)

PTTEP had no significant change in the number of employees and no major
disputes about labor in the past three years.

8.5.1 Human Resources Development Policy

In order to improve competency of our staff, both Thai and Non-Thai, and
strengthen organizational capability for continuous expansion of the
Company’s business, both in Thailand and overseas, PTTEP has improved
our development systems and processes by implementing competency-based
training and approach to accelerate efficiency of the staff development.
Based on this competency concept, the Company has provided trainings
throughout the past year via the following channels.

1) In-House and External Training

The Company provided in-house and external trainings, both locally and
overseas, to our staff at all levels, including management. These
trainings comprised a wide variety of courses, including technical and
professional training, Safety, security, Health and Environment (SSHE)
training, IT training, foreign language training, organizational
knowledge as well as business administration and management training.

2) Long-term Training and Development Programs

Long-term training and development programs prepare employees for roles
and assignments in the Company’s current and future projects. The
programs would be provided to selected staff and last from 1-3 years in
duration based on their Individual Development Plan (IDP). By this
approach, the staff is required to undertake on-the-job training with or
be temporarily transferred to the Company’s business partners as well as
services companies, either in Thailand or overseas, such as TOTAL,
Chevron, Schlumberger, and British Gas.

In 2014, PTTEP invested in human capital development programs costing
THB 267,608,567.74 with average training hours of 75.4 hours per person
per year.

3) Master’s Degree Scholarship Programs for Employees

The Company provided scholarships to employees to help them pursue
master’s degree studies in world-class universities, both in Thailand
and overseas, in the following fields.

1) Petroleum Geosciences

2) Petroleum Engineering

3) Engineering

4) Drilling and Well Engineering

5) Business Administration

The Company also provided master’s degree scholarships for employees to
study in Thailand’s reputable institutes as follows:

1) SASIN Graduate Institute of Business Administration of Chulalongkorn
University

2) Petroleum Geoscience (International Program), Chulalongkorn
University

3) Petroleum Engineering (International Program), Chulalongkorn
University

4) Petroleum Geophysics (International Program), Chiang Mai University

PTTEP calculated Human Capital Return on Investment (HCROI) in several
dimensions, including man-hours and cost spent on development activities
against total revenue and production rate, as well as time to autonomy
of young technical professionals and readiness of immediate successors
for senior management positions. In turn, the results are used to
evaluate and elevate the efficiency and effectiveness of the development
activities for continuous improvement.

  -----------------------------------------------------------------------
  9. Corporate Governance

  -----------------------------------------------------------------------

9.1 Good Corporate Governance Policy

PTTEP’s Board of Directors (“the Board”) recognizes of the significance
of strictly operating businesses under the Good Corporate Governance and
Business Ethics of PTTEP Group (CG&BE). The Board is also confident that
the strict adherence will successfully lead PTTEP to achieve our goals
of “Growth, Prosperity, Stability, Sustainability and Dignity”, and this
will provide a strong support to enhance the confidence of our
shareholders and other stakeholders. In this respect, the Board has
assigned the Corporate Governance Committee to govern, supervise and
provide necessities to ensure that Company’s operations are in line with
CG&BE, and that the Good Corporate Governance is maintained at the level
comparable to that of international standards.

In 2014, PTTEP earned various acceptances through numerous awards and
recognitions for our good corporate governance, domestically and
internationally. More details are disclosed in the “Awards and
Recognitions for Good Corporate Governance” part. The Company also has
dutifully continued to comply with the Corporate Governance Principles
for Listed Companies of 2012 (CG 2012) established by the Stock Exchange
of Thailand (SET), as well as practices comparable to those
internationally accepted standards.

9.1.1 Shareholders’ Rights and Equal Treatments

PTTEP understands the importance of shareholders’ rights and equal
treatments, and we therefore include these issues in the Company’s Good
Corporate Governance which includes a number of guidelines to assure
shareholders of their basic rights which, among others, allow them to
trade and transfer PTTEP shares, declare the share ownership, and attend
the Company’s shareholders’ meetings in person or through their proxies.
In addition, shareholders and their proxies are allowed to participate
and vote in significant issues which require an approval at a
shareholders’ meeting. These issues are, for example, election of new
members of the Board in replacement of those retired by rotation,
determination of the Board’s remuneration of all forms, appointment and
approval of the external auditor and remuneration, approval of connected
transactions, acquisition or disposition of assets which, according to
relevant laws, are sizeable, and other issues which are of significance
to PTTEP. Shareholders are also entitled to profit sharing in a form of
dividend and receive adequate and timely information from the Company.
Our efforts to ensure and enhance shareholders’ rights are listed as
follows:

1) PTTEP held the 2014 Annual General Meeting of Shareholders (AGM or
the Meeting) on March 27, 2014 with a primary objective to maintain good
relationship with our shareholders particularly over the matters related
to their shareholding rights.

1.1) Shareholders were allowed to propose agendas and nominate qualified
candidates for the election of PTTEP directors prior to the AGM from
October 1 to December 31, 2013. The proposed agenda would be considered
and treated with equality by using the Company’s regulations whether or
not they were primarily for our best interest. Meanwhile, in selecting
of a director, the pre-requisites and criteria for a candidate were
released in advance on September 11, 2013 through SET and the Company’s
website. Shareholders’ proposals were then considered using PTTEP’s
relevant rules and regulations to ensure that the qualification of each
candidate was in line with our business in order to truly be beneficial
to the Company. The Nominating Committee was in charge of shortlisting
candidates to the Board for approval. Consequently, the Board would
inform shareholders of the resolution together with rationale for each
proposal at AGM. None of such agenda or a candidate for the directors’
nomination was proposed at the AGM however.

1.2) The Board determined the date which would be the AGM date on
January 30, 2014, and PTTEP disclosed the AGM date to shareholders two
months prior to the Meeting date to provide shareholder adequate time to
prepare themselves. On that same date, the Board also resolved to set
the record date on which shareholders have the right to attend the
Meeting and to receive dividend to be on February 13, 2014, resulting
the share registration closing date to be on February 17, 2014.

1.3) The AGM invitation letter and supplementary documents, both in Thai
and English, were distributed to shareholders 16 days prior to the
Meeting. The invitation letter included details of each agenda, which
clearly stated type of the agenda, be it for the acknowledgement or
approval. The invitation letter meanwhile was completed with the Meeting
agenda items, supplementary documents, the Board’s opinions on each
agenda as well as other rules and regulations related to the Meeting. A
proxy form, which was required by the Ministry of Commerce, was also
included in the invitation letter. A comprehensive list of required
documents that shareholders were required to bring to the Meeting, on
the other hand, was provided to preserve their rights to attend, while
other important attachments included were instructions of the Meeting,
voting procedures, and a map of the venue. All of the aforementioned
information was both in Thai and English and published on the Company’s
website (www.pttep.com) 31 days prior to the Meeting. We also notified
shareholders about the publication of this information on our website.

1.4) PTTEP provided names of the three independent directors in the
proxy form to provide shareholders with an option to appoint one of them
as their proxy. The Company also informed shareholders about the stake
of independent directors in each agenda. In electing new directors in
replacement of those retired by rotation, an independent director whose
term was completed, but was then re-nominated for another term, would be
considered as having a conflict of interest (but not a special one). In
the agenda to approve the remuneration of the Board, all directors would
be however considered as having a special conflict of interest and
therefore were abstained from voting regardless of the amount of their
shareholding percentage. We also provided shareholders with advices on
how to use the proxy form which would properly represent their voting
right to ensure that they could cast votes on their own.

1.5) At the Meeting, the barcode and electronics system were used for
registration, vote counting, compilation, and display of each resolution
in order to ensure that the Meeting was carried out with full efficiency
and accuracy. To accelerate the registration process, the registration
was opened to shareholders four hours prior to the Meeting, and the
barcode system was used to confirm details of each legitimate
shareholder by using the barcode appeared on the proxy form. We also
provided a revenue stamp for shareholders who intended to vote through a
proxy.

1.6) PTTEP provided a manual underlying the entire procedure of the
Meeting to all of the participants to ensure a better understanding
among shareholders. Examples of details included in the manual were
voting procedure for shareholders and for the proxies whose voting
rights could not be split (with exception of the C-type proxy),
vote-tallying process, and procedures for making inquiries and voicing
of one’s opinion in the Meeting.

1.7) Before the start of the Meeting, the Chairman had assigned the
PTTEP’s Corporate Secretary to inform before the Meeting of the voting
and vote-tallying procedures as specified in the Company’s Articles of
Association (AoA). Shareholders and proxies were required to use voting
ballot for voting on each agenda scheduled for the Meeting. For each
agenda, a barcode system was used to tally disagreed and abstained
votes, and to deduct them from the total eligible voting rights to
ensure accurate and effective vote counting procedure. The voting
procedure was in compliance with relevant laws and the AoA. Voting
results for all agendas were summarized and reported in the Meeting
room. In additions, volunteers selected from the Meeting’s participants
and independent inspectors were appointed as witnesses of the Meeting.
Moreover, to protect rights of shareholders, each agenda was treated and
voted separately, whereas, for an agenda regarding an election and
appointment of directors, shareholders were allowed to cast their votes
to appoint a director on an individual basis. Under the quota for the
director appointment, candidates who received the most “Agree” vote were
appointed as new director. Appointed candidates however must also
receive the “Agree” vote from more than half of shareholders who
attended the Meeting and casted the vote.

1.8) External independent legal advisors (inspectors/witnesses) were
engaged to oversee the Meeting to ensure its transparency and that it
was conducted lawfully and according to the AoA. Responsibilities of
inspectors included examination of documents provided by shareholders or
their proxies as well as verification of potential conflict of interest
as to whether he/she shall be abstained from voting on the given agenda.
Moreover, inspectors, who represented shareholders at the Meeting, were
assigned to monitor, collect, and tally the ballots as well as to review
the Meeting’s resolutions and voting results to ensure accuracy.

1.9) The Meeting proceeded with all agendas in the sequence stated in
the invitation letter. There was also a policy of not allowing any new
agenda to be proposed at the Meeting without a prior notification to
shareholders in order to provide them with an opportunity and adequate
time to carefully consider before making a decision.

1.10) The Chairman allocated sufficient time for the Meeting and
conducted it with transparency and according to the agendas specified in
the invitation letter. During the Meeting, shareholders were allowed to
share their views and make in-depth inquiries in subjects relating to
PTTEP’s operations and the Meeting’s agenda, prior to the voting and the
resolutions. We also permitted shareholders to submit questions to the
Board prior to the Meeting regarding matters relating to the Meeting or
other information relevant to the Company.

All information presented at the Meeting was available in both Thai and
English, and we also provided a translator from Thai to English for
foreign shareholders who attended the Meeting to ensure fairness and
equality amongst all shareholders.

1.11) PTTEP encouraged shareholders to use a voting ballot cards in all
agendas by issuing different ballot cards for each agenda. Shareholders
therefore could cast their votes as they deemed appropriate. For the
disagreed and abstained votes, shareholders’ ballots would be collected,
combined, and counted together with those voted in the proxy form by the
shareholders’ proxies. The resolution of each agenda would then be
reported at the Meeting. For a higher level of transparency, volunteers
who were selected from shareholders and independent inspectors would be
appointed to witness the vote tallying and sign off on all ballot cards
collected, counted and signed. These cards were for internal reviews
after the Meeting adjourned.

1.12) PTTEP permitted shareholders who arrived at the Meeting after it
was commenced to cast their votes in the agenda that was in the
consideration process or had not been considered or voted at the time of
their arrivals.

1.13) All PTTEP directors attended the Meeting. Moreover, members of the
Sub-Committees, senior executives from the Finance and Accounting Group,
and external auditors also participated in responding and providing
clarifications to inquiries from shareholders.

1.14) Minutes of the Meeting, in both Thai and English, were accurately
and completely recorded, and they covered explanations of the Meeting’s
voting and vote-tallying procedures, its contents, questions or opinions
related to PTTEP’s business operation and the Meeting’s agenda, as well
as clarifications of each agenda made by directors and top executives.
In addition to the inclusion of directors who attended and who were
absent from the Meeting, we also recorded the resolution of each agenda,
categorized as agreed, disagreed, abstained, and voided (if any) as well
as the name and position of the directors. If a director was absent, we
also disclosed the reason of the absence in the Minutes. Resolutions
from each agenda were immediately submitted to SET and disclosed in the
Company’s website after the Meeting. Meanwhile, within 14 days after the
Meeting, the final version of the Minutes of the Meeting would be
delivered to the Ministry of Commerce, SET, Office of the Securities and
Exchange Commission (SEC), and shareholders in order to provide evidence
of the Meeting as well as to allow shareholders to make objections
within the timeline enforced by relevant laws. In 2014, PTTEP however
did not receive any objective or adjustment from shareholders regarding
the Meeting. The approved Minutes, video and audio clips of the Meeting
were also published in Thai and English in the Company’s website.

2) PTTEP regularly discloses information to shareholders through various
channels such as SET, media or printed media, and our website to ensure
understanding of the Company’s business operations in order to develop a
long-term and committed relationship with shareholders. In June 2014, we
organized the Corporate Social Responsibility (CSR)-related activities
for shareholders by inviting them to join the forest plantation activity
under the Forest Rehabilitation at Sri Nakhon Khuenkhan Park Project
(under patronage of Her Royal Highness Princess Maha Chakri Sirindhorn)
at Bangkajao, Samutprakarn province. Moreover, in October and November
2014, we also organized four trips for shareholders to visit our Sirikit
Oil Field in Kam Paeng Petch province. Meanwhile, we also publish the
PTTEP Newsletter to provide additional means of communication about
PTTEP to shareholders on a regular basis.

3) PTTEP provides a direct communication channel between our minor
shareholders and independent directors through e-mails. Shareholders,
for instance, are able to attain more information from or make inquiries
to independent directors regarding their activities, PTTEP’s Good
Corporate Governance, and audit-related issues. In addition,
shareholders are allowed to directly contact the Corporate Secretary or
Investor Relations of the Company for additional information.

4) PTTEP clearly discloses shareholding interests in our subsidiaries
and associated companies, as well as PTT’s controlling votes in PTTEP,
to ensure shareholders that our operational structure is transparent,
verifiable, and does not constitute any form of cross- or
pyramidal-shareholding structure.

5) PTTEP operates businesses with optimal efficiency, with a focus on
sustainability of the organization, appropriate and consistent returns
to shareholders, and long-term relationship with stakeholders. We ensure
that all of which are managed by professional management with
appropriate monitoring systems.

6) PTTEP strongly prevents misuse of the Company’s internal information.

PTTEP puts a great emphasis on controlling the use of our internal
information by including this issue in CG&BE. In addition to being in
line with securities laws, policies relating to use of the internal
information are regularly reviewed to preserve the integrity and
equality among all stakeholders.

6.1) Directors, management, and employees are always informed of the
PTTEP’s regulations and policies regarding use of the internal
information to ensure that they are understood and strictly followed to
prevent one from misusing the information for his or her personal
interests, or the others’. Disciplinary actions are clearly specified,
while the supervisors, who are appointed as the CG leaders, are
responsible for advising and encouraging their subordinates to follow
suit. During 2014, there was no report of any misuse of internal
information.

6.2) Starting from the release of the 2011 financial statements, PTTEP
requires a group of personnel to abstain from trading of PTTEP’s
securities during the silent periods, which are announced in advance by
the Corporate Secretary Division and the Compliance Department. These
personnel include all directors and senior executives, including all
Executive Vice Presidents (EVPs) and Senior Vice Presidents (SVPs), as
well as Vice Presidents (VPs) of the Finance and Accounting Group (FNA).
This prohibition also applies to their spouses and minor children.
Moreover, the aforementioned individuals are also refrained from
directly and indirectly selling and/or buying of PTTEP’s securities. For
example, a trading through a nominee or a private fund is prohibited.
The silent periods commonly take place prior to PTTEP’s disclosure of
important information which can potentially affect PTTEP share price. An
example of a silent period is between one month prior to the release of
the Company’s financial statements or operating results and one day
after such information is submitted to SET and disclosed to the public.
Violation of this prohibition is considered as a disciplinary offense.

6.3) PTTEP must disclose a complete information regarding securities
held by the Company’s directors and seniors executives in the annual
report as required by SEC. These executives include the position of EVPs
and above as well as SVPs and VPs of FNA. While being monitored by the
Board for their use of PTTEP’s internal information, these individuals
must also submit a report each time when there is a change to their
shareholding interest in the Company to the Corporate Secretary Division
which is responsible for submitting this report to the Board for
acknowledgement. Meanwhile, it is also a duty of the Corporate Secretary
Division to oversee the Company’s Business Ethics in respect to use of
the internal information.

7) PTTEP requires directors and senior executives, as mentioned in 6.3),
to immediately report their conflicts of interest to the Company shall
there be concerns, either by him or herself, or a related person. The
Chairman of the Board must then review the report within seven working
days after receiving the report from the Corporate Secretary, as
stipulated by the Board, the Securities and Exchange Act (Volume 4),
B.E. 2551, and regulations of the Capital Market Supervisory Board.

8) PTTEP assembles a set of guidelines to handle conflicts on interest
in CG&BE in order for directors, management, and employees to strictly
follow. These guidelines require directors and senior executives
mentioned in 6.2) to report to the Company about the conflicts of
interest of themselves and their related persons. Shall there be a
conflict of interest, the individual must immediately report to the
Company and be excluded from participation or abstained from voting in
the issues involved.

9.1.2 Roles of Stakeholders

The Board has approved PTTEP mission, which puts an emphasis on
significance of the stakeholders’ rights. Our mission is to operate
globally to provide a reliable energy supply and sustainable value to
all stakeholders, and we also have a vision to become leading Asian E&P
Company, driven by technology and green practices. Our stakeholders,
whether they are internal or external parties, have always been taken
into account when the Company’s decisions are made. Major stakeholders
of PTTEP are, including but not limited to, shareholders, customers,
employees, governments, associated partners, societies, environment,
suppliers/contractors, creditors, competitors, customs and cultures, and
human rights. The importance of the Company’s stakeholders is clearly
written in our CG&BE where practical guidelines with respect to business
ethics are established in an effort to maintain the balanced duties and
responsibilities between PTTEP and our stakeholders. More details of
CG&BE are disclosed in the Company’s website.

9.1.2.1 Anti-Corruption

The Board recognizes the importance of having a governing mechanism in
place to effectively manage the organization in order to be transparent,
fair, and completely free from all forms of corruption. On February 27,
2014, the Board approved the amendment of CG&BE, a written regulation
which is considered as the highest regulation of the Company that
directors, management, and employees at all levels must strictly follow.
The Company’s Anti-Corruption Policy in the revised version of CG&BE
includes relevant principles, practical guidelines and issues such as
political neutrality, conflict of interest, procurement and contract,
acceptance of gifts and hospitalities, and anti-money laundering.
Currently, CG&BE is being more complete and easily understandable for
the audience. The Board is confident that compliance with CG&BE is an
effective measure against corruption. In addition, CG&BE was revised
according to PTTEP’s internal control principles and distributed to all
related stakeholders. PTTEP’s CG&BE can also be found in the Company’s
website for those interested to download for further study.

PTTEP displays our strong commitment towards anti-corruption by setting
the “Integrity and Ethics” value as one of the eight components of PTTEP
values and instills this value to all employees across the organization
for them to adhere with. In addition, we are also a participant of the
United Nations (UN) Global Compact since 2011 and continue to adhere to
its ten principles in the areas of human rights, labor, environment and
anti-corruption.

In 2014, PTTEP filed an application to the Thailand's Private Sector
Collective Action Coalition against Corruption (CAC) Council and was
awarded with a title of Certified Companies of Thailand’s Private Sector
Collective Action against Corruption on July 4, 2014. This clearly
demonstrates our commitment and effort to fight against all forms of
corruption.

Implementation

PTTEP has a clear action plan to embed the Company’s Anti-Corruption
Policy into the culture in order to ensure that all employees comply
with the Policy by organizing trainings and other related activities
such as CG&BE workshop. This workshop integrated the anti-corruption
policy and was organized for employees from all function groups with
cooperation from the President and Chief Executive Officer, top
management and the Corporate Governance Committee. In addition, the
Company also provides E-Learning activity which includes online lessons
and quizzes with an objective to assess awareness and understanding of
employees regarding anti-corruption matters. The activity includes
contents from the Anti-Corruption Policy, from which the Company’s
employees can globally access the contents online through multiple types
of technological devices such as computer, smartphone and tablet.
Consequently, all activities will be analyzed, while the findings will
be reported to the President and Chief Executive Officer as well as the
Corporate Governance Committee for acknowledgement. In 2014, there were
a number of other related activities and courses conducted in order to
ensure that the anti-corruption measures were effectively communicated
and implemented to achieve our objective. More details are disclosed in
the “Business Ethics” part.

We also introduce our Anti-Corruption Policy to suppliers/contractors,
especially during the festive seasons, by sending an e-mail to inform
and remind them of our policy of not accepting gifts, hospitalities, and
other benefits from suppliers/contractors. In addition, the Company has
determined that risk management is the responsibility of everyone from
directors, management and employees as well as suppliers/contractors.
The risks associated with corruption have been taken into account in the
risk assessment. Those risks will also be under proper management and
control activities through tools such as reporting of the conflict of
interest, procurement regulations or the Delegation of Authority and
Signatures (DAS)

Segregation of Duties

PTTEP assigns and allocates all of our internal works using DAS in order
to eliminate redundancy and ensure the alignment of all tasks. Major
duties are as follows:

1)  The Board has a duty and responsibility to set policies and ensure
    that internal controls and risk management mechanisms concerning
    anti-corruption are adequately in place and efficient to the extent
    that fighting against all forms of corruption becomes a part of our
    organizational culture. The Board and management must also act as
    exemplary models and Corporate Governance Leaders (CG Leaders) in
    strictly applying the Policy in real-life situation.

2)  The Audit Committee has a duty and responsibility to review the
    finance and accounting reports as well as internal controls,
    internal audits, and risk management systems to ensure PTTEP Group’s
    business operations are not only efficient, but also in compliance
    with international standards.

3)  The Internal Audit Department has a duty and responsibility to audit
    and review whether or not operations of PTTEP Group are in
    compliance with the Anti-Corruption Policy to ensure that our
    internal control systems are appropriate and adequate.

4)  Management has a duty and responsibility to establish, regularly
    review, and closely monitor the mechanisms which have been
    established to support processes or activities which combat against
    corruption, including the recruitment process. Moreover, management
    is also responsible for promoting and encouraging employees and
    related persons to refrain from those activities which might
    potentially be involved with corruption, in addition to acting as a
    CG Leader to be a role model for other organizations.

5)  The Board is responsible for assigning the Corporate Governance
    Committee to monitor the compliance of the Anti-Corruption Policy by
    the Company’s employees as well as to regularly report related
    findings to the Board to ensure that the policy is being effectively
    implemented to achieve our business objectives.

Internal Controls and Risk Management of the Anti-Corruption Policy

PTTEP establishes effective internal controls and risk management
systems to align with our acceptable level of risks, and these include
the anti-corruption measures. We have written regulations, policies,
rules, and procedures for all employees to comply with in order to
operate businesses transparently as well as to ensure that each
operation has controls and systems in place to combat against
corruption. In addition, the Company has developed, implemented,
regularly assessed, and continuously improved our internal controls. The
Company’s Audit Committee is responsible for reviewing the results of
the assessment by considering all the five elements of the internal
controls, all of which are according to the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

PTTEP establishes procedures to discuss with related employees about the
findings of internal controls issues relating to anti-corruption
measures by implementing the Fraud Risk and Control Self-Assessment
which include anti-corruption matters. The responsible unit will discuss
with each operating and supporting unit to identify the root cause of
potential fraud risks as well as to identify internal controls required
for further improvement. Measures in response to the identified risks
and controls are then designed and implemented. Meanwhile, the Internal
Control Section is responsible for monitoring the implementation of such
measures and periodically reviewing the fraud risks of each unit. All
findings from the Assessment are then reported to the Audit Committee
and/or the Risk Management Committee (as the case may be) for
consideration at least once a year. The summary of comments and
suggestions from these Sub-Committees must also be reported to the
Board.

Auditing

The Internal Audit Department has developed the fraud audit guideline
which includes details in the areas of fraud risk assessment, fraud
protection and detection, and fraud investigation. One of the objectives
of developing this guideline is to provide a comprehensive and concise
investigation guideline when the Company receive complaints or alleged
reports related to frauds.

PTTEP has a procedure to regularly audit sales and marketing activities
to closely monitor and prevent ourselves from risks derived from
corruption as well as to provide appropriate measures to handle with the
issue. Although our major sales transaction is with PTT, we audit the
pricing structure stipulated in such sales contracts which are mutual
agreements from all joint venture partners. These contracts can be
referenced with the world market price and have also been approved by
the Audit Committee and the Board prior to entering into the agreements.
Directors are required to leave the meeting room and are refrained from
discussing and voting in all agendas in which they have a conflict of
interest.

PTTEP has a procedure in place to regularly audit activities relating to
procurements and contracts in order to monitor and prevent ourselves
from risks stemmed from corruption, as well as to provide appropriate
mitigation plans. The Internal Audit Department is responsible for
regularly auditing such activities which include fraud-related risks and
internal controls in order to efficiently manage these risks.

Reporting

PTTEP has a reporting line to report the progress of anti-corruption
measurements. The Board has assigned related Sub-Committees to govern
and monitor all operations and activities relating to the
anti-corruption measurements and procedures as well as to report the
findings to the Board for acknowledgement on a regular basis. Meanwhile,
management is responsible for implementing such measures and providing
related information to the Sub-Committees.

Protection

PTTEP provides protection to anyone complying with the regulations and
policies of PTTEP Group. The Company’s employees will be protected from
retaliations such as demotion, punishment, or discrimination acts
resulting from their refusal to engage in corrupt activities even if the
given refusal may negatively impact business of PTTEP Group. This
commitment is clearly writing in our “Reporting and Whistleblowing
Regulation 2013”.

For internal and external parties to be confident, we also provides
secured and confidential reporting channels for everyone to report or
provide details when there happens or is suspected to be an act which
may violate laws, CG&BE, or other regulations of PTTEP Group. More
details are disclosed in the “Reporting Whistleblowing Regulation 2013”
part.

Punishment

In case of a breach of or a non-compliance with the Anti-Corruption
Policy, a disciplinary action will be taken depending on the severity of
the impact on PTTEP Group. Disciplinary action may also include
dismissal or termination of contracts of the wrongdoer. Moreover, if the
act violates any laws, the wrongdoer will also be prosecuted by law. All
supervisors therefore have a duty to monitor and provide advices to
their subordinates as well as to rigorously act in compliance with all
laws and regulations of PTTEP Group. If any supervisors fail to carry
out such responsibilities, a disciplinary action will be taken against
him/her according to the Company’s human resources management
regulation.

9.1.2.2 Policy on Treatment to Stakeholders

Shareholders

PTTEP respects the shareholders’ rights and treats them with equality,
while adhering to carrying out the Company’s business with CG&BE in
order to achieve the sustainability and create the optimal value for the
shareholders. More details are disclosed in the “Shareholders’ Rights
and Equal Treatments” part.

2) Employees

1.  PTTEP is in compliance with the UN principles by not employing
    illegal workforce and child labor in every area in which we invest.
    The following guidelines are described in the Company’s CG&BE.

1) To understand and comply with all laws applicable to the Group’s
operations in the locations in which we conduct our business

2) To understand the local customs, cultures and traditions of the
locality in which you work

3) To respect the local traditions, cultures and cultural differences,
and to not conduct ourselves in any way that contradict them

4) To not discriminate against an individual based on our personal
relationship with that individual, his or her ethnicity, nationality,
gender (including pregnancy, and sexual preference), age, religion,
disability, personal views or any other conditions or characteristics
which are not concerned with work

2.2) PTTEP nominates, selects, and employs our staff regarding their
records, experiences and abilities to work in the right position.
Employees are consistently developed, promoted in their career path, and
allowed to join external activities under the Company’s policy.

2.3) PTTEP sets up, regularly reviews, and revises a fair wage system
for our staff according to the short- and long-term corporate
performance in order to attract and retain competent staff. The salary
rate and payment method paid within the petroleum industry in the
country are also considered. The difference of each work position, the
required skills and expertise, the level of work difficulty, the
assigned responsibility, and the capacity of the Company’s employees are
also considered.

2.4) PTTEP manages and enhances fair welfare for the Company's staff as
well as for ourselves. We consider the payment capacity not only for the
present, but also for the long term, and we emphasize sustainable
welfare not only for the staff, but also their families. The welfare is
meant for those staff who has a difficult time financially, and without
sufficient governmental support, such as housing interest subsidy
program and healthcare benefits for employees and their families. This
is generally a common provision provided within the domestic industry.
PTTEP regularly reviews our welfare program for its appropriateness and
pertinence in response to changing social, economic and other obligatory
conditions of the business. In addition, the Company has also helped the
staff to be relieved from anxiety through the Sabaijaidee program which
provides consulting services to all of the Company’s staff, their spouse
and children on the matters relating to family, private life, work,
love, law, by the psychologists recommended by one of our consulting
companies.

PTTEP provides the welfare and benefits which are consistent with the
Company’s performance both in short- and long-term. In the short term,
the Company provides the special payment which varies according to the
performance. In the long-term, PTTEP has established a provident fund
for staff in order to enrich their living and provide them with
supposedly a sufficient financial security once they resign or retire.
The provident fund consists of contributions from the Company as well as
our staff. The Company makes a monthly contribution at a rate of 15
percent of the staff’s basic salary, while the staff contributes 2
percent, but not more than 15 percent of their monthly salary. Receiving
this fund is subject to the PTTEP’s regulations. The Company has also
established the Employee Joint Investment Program (EJIP) which is
intended to encourage our staff to participate and on a voluntary basis.
The purpose of this program is to provide the Company’s staff with
motivation to work efficiently and effectively, create alignment among
the employees, management, and shareholders, as well as to establish a
long-term loyalty and sense of ownership within. Purchasing of ordinary
shares generally is carried out through SET’s trading system. This
program commenced on February 1, 2013 and will be opened until January
31, 2018, carrying over a total of 5 years. In principle, eligible staff
will ask PTTEP to deduct from their basic salary at the rate of 2 – 10
percent of their basic salary, while the Company will contribute another
portion for the staff equally to 100 percent of the money paid by the
staff in each month. Receiving and realizing the share value, on the
other hand, is subject to the Company’s performance in the long-term.

2.5) PTTEP gives priority in human resource development in order to
enhance our capacity for business performance as we deem that human
resource is a key to the Company. The Company supports and promotes
staff through training and curriculum in both short- and long- term.
Apart from academic and technical capacity building, we also plant the
working values altogether so that all staff can work with the same
standard to attain the Company’s vision and mission as targeted. In
2014, PTTEP employees attended courses and trainings for an average of
75.4 hours per person per year. More details on the trainings are
disclosed in the “Human Resource Development Policy” part.

2.6) PTTEP realizes the value and importance of a timely consultation
between employees and their supervisors in order to maintain a good
relationship. Shall any conflict arise among employees and supervisors,
employees may file a complaint via communication channels provided by
the Company. The employees who comply with the provided measure and
procedure and act in good faith as well as those relevant witnesses
shall be protected, without facing a penalty, termination, or any other
negative consequences. The CG Hotline channels are also established for
our employee to raise issues relating fraud, while reports received
through these channels will be investigated confidentially and made
known only to relevant persons in order to protect the whistleblower.

2.7) PTTEP conducted the Employee Engagement Survey for the third time
in 2014 with the objective to understand factors impacting the Company’s
employee engagement. We will continue to find out more details from this
quantitative research in order to initiate the 2015 improvement plan for
the organization and the Function Group levels.

PTTEP executes the improvement plan in an effort to increase the
engagement level and occasionally monitors the progress of the plan. The
next Employee Engagement Survey is planned to be concluded in 2015.

3) Clients

PTTEP is committed to our mission to be a dominant producer and supplier
of crude oil, condensate, and natural gas at fair and competitive
prices. We sell the products under short to long-term contracts as well
as in the spot markets. The Company assesses clients’ suitability by the
following four criteria, namely, economic return of product price,
financial stability, operational readiness, and compliance to local laws
and regulations, of each client. We treat all buyers equally for the
optimal benefit to all parties.  The Company is also committed to
strictly comply with contracts, regularly coordinate with buyers so that
we can produce and deliver quality products as specified in the
contracts on schedule and according to their demand.

4) Governments

PTTEP engages in petroleum exploration and production businesses under the good corporate governance and business ethics of government agencies in the countries in which we have an investment, be it domestic or international. The Company places importance on the government sector as it plays significant role in energy security. We therefore are committed to complying with policy, rules and regulations as required by each country. Regularly, we also coordinate and exchange information with the local and foreign government agencies with transparency and integrity.

The Company also recognizes importance of developing and maintaining a
long-term relationship with the local and foreign governments by
arranging relationship-building activities with them on a regular basis.
More details are disclosed in the Sustainability Report 2014.

5) Joint Venture Partners

Joint venture projects between PTTEP and our domestic and foreign joint
venture partners operate businesses under mutual working agreements
according to international standards. These agreements include details
regarding the rights and duties of joint venture partners such as the
right to be a member of a project’s management committee. The committee
is responsible for establishing guidelines on the procurement of
products and services as well as for developing a strategic plan and an
annual budget with a clear scope and approach. Moreover, the partners
also have the right to audit annual financial and accounting records as
well as to set proper and clear measures. For example, this includes
penalty imposed on partners for failures to honor an agreement. The
Company remains focused on distributing information to joint venture
partners and external parties with transparency.

6)  Communities and Societies

To adhere to business ethics and social responsibility, PTTEP is
committed to improving the communities’ living quality which is a major
foundation for a sustainable social development. Along with our core
business in petroleum exploration and production, our mission is also to
improve the living quality and society as well as to conserve culture
and environment in order for communities, societies and the Company
altogether to grow under the concept of “From Natural Treasure to
Intellectual Wisdom and Environmental Conservation” More details are
disclosed in the Sustainability Report 2014.

7) Environment

PTTEP strives to achieve excellence and a position of leadership in
Safety, Security, Health and Environment (SSHE). Our SSHE Policy is the
core of SSHE management, allowing us to deliver our vision and
commitment in SSHE. The Company publicly discloses our SSHE performances
indexes, such as Lost Time Injury Frequency Rate, Total Recordable
Injury Rate, and Hydrocarbon and Chemical Spill rates, in the Company’s
website and in our annual Sustainability Report. In addition, PTTEP has
the SSHE Management System (SSHE MS), which comprises seven elements
with 27 standards which are implemented throughout all of the Company’s
operations.

A cornerstone of sustainability is a strong environmental performance.
Our approach to managing the environmental impacts concentrates on our
Green Practices such as having an international standardized
environmental management system, eco-efficiency practices for mitigating
environmental impacts from our operations, lowering our ecological,
carbon and water footprints, increasing biodiversity, as well as
creating value added processes to our business. To mitigate
environmental impacts from our operations, PTTEP also implemented the
ISO 14001:2004, a common system to improve the efficiency of the
Environmental Management System. Year 2014’s certification was issued by
AJA Registrars under the United Kingdom Accreditation Services (UKAS).
The certified sites which were certified include Arthit Project, the
Greater Bongkot North and South fields of Bongkot Project, S1 Project,
PTTEP 1 Project, Petroleum Core Research Center, and PTTEP Petroleum
Development Support Base in Songkhla and Ranong, as well as in Australia
for PTTEP Australasia Project, support base at Darwin and office of
PTTEP Australasia (Ashmore Cartier) Pty Ltd.

PTTEP has a Green Practice Roadmap, which outlines our roadmaps for
reducing our ecological footprint and carbon footprint. The roadmap
guides PTTEP in maintaining the biodiversity of our operating sites as
well as improving our business values by reducing costs, improving
resource efficiency, and reducing wastes. We also implement the Green
Supply Chain practices which involve Green Procurement, Green Logistic
and Green Office to use green and environmentally friendly products in
our operations. In addition, the Company also encourages all employees
to understand the environmentally friendly business practices by, in
compliance with the laws, organizing fundamental and intensive
environmental awareness training courses for employees, existing and new
hires, and management. More details on our Green Practices are disclosed
in the Sustainability Report 2014.

8) Suppliers/Contractors

PTTEP believes that suppliers/contractors and joint venture partners are
important parts that support our businesses. We therefore employ a
policy to treat our business partners equally. The Company’s procurement
operations are carried on the basis of equality and fair competition. We
also comply with the laws and terms of concerned legal transactions,
taking as well quality, safety, security, health, and the environment
into account. Suppliers/contractors and joint venture partners must
follow the operational standards which adhere to the Company’s policy.
Their employees meanwhile are required to have good business ethics and
respect basic social rights.

In 2014, PTTEP amended the Good Corporate Governance Policy regarding
suppliers/contractors and joint venture partners by adding that the
Company will strongly support those with suppliers/contractors and joint
venture partners with good corporate governance and social
responsibility toward the environment. This addition encourages them to
follow us to develop and improve their operating standards to increase
awareness of safety, security, occupational health, environment, and
human rights of their own employee.

In addition, PTTEP has enhanced our new measures relevant to the
management of suppliers/contractors in the area SSHE which is one of the
Company’s core value. The SSHE Contractor Management Procedure and Plan
has been implemented to enhance the understanding of the
suppliers/contractors including the operation guideline, to ensure that
correct actions are taken. The Company also strongly encourage
suppliers/contractors to strictly comply with the SSHE Contractor
Management Procedure and Plan through our annual SSHE Contractor Forum,
as an effort to ensure that they correctly understand the SSHE policy,
manual and work procedures, and plan for the operations in every area
that we operate. Moreover, the Company also annually organizes the PTTEP
Golf Charity along with our suppliers/contractors and joint venture
partners every year. This is not only to strengthen the good cooperation
but also to build good relationships between the Company and our
suppliers/contractors, and joint venture partners

PTTEP has established the Sustainable Development (SD) Committee to set
policy, strategy and action plans, such as the Green Procurement
Guideline, in 2013 to reduce pollution, use of resources, and global
warming. The policy, strategy and action plans have been acknowledged by
the Board, before being passed down to management and employees in
throughout the Company. We also introduce them to our
suppliers/contractors and other relevant stakeholders for effective and
efficient operation of the earth.

PTTEP still maintains the concept of fairness and free competition
without trade barriers toward suppliers/contractors. All our
suppliers/contractors can register their company profiles with us as
well as offer their products and services to us through the following
channels:

1)  PTTEP website: PTTEP users and the Procurement Department can access
    and view profiles of suppliers/contractors submitted through this
    below link
    (https://vendor.pttep.com/sap/bc/webdynpro/sapsrm/wda_e_suco_sreg?sap-client=310).

2)  The Procurement Department: Suppliers/contractors can contact the
    Procurement officers anytime during the department’s working hours.

3)  PTTEP Users: Users may propose the names of suppliers/contractors to
    the Procurement Department who will then consider whether or not the
    suppliers/contractors are qualified to proceed to the new vendor
    pre-qualification process.

For the new vendor pre-qualification process, the Company pre-qualifies
suppliers/contractors by screening and evaluating them according to
their business categories. The evaluation process is carried out by the
Committee consisting of the following sections

1)  Technical and Quality

2)  Safety, Security, Health and Environment (SSHE)

3)  Commercial, Legal and Social

Each section of the Committee has the authority to independently
consider and evaluate from one another to ensure that the
suppliers/contractors have the qualification to deliver products or
provide services to PTTEP. The evaluation is based on fairness,
equality, and transparency for the highest benefit to the Company.

PTTEP has also asked all suppliers/contractors for their cooperation to
strictly comply with the notification of the National Anti-Corruption
Commission (NACC) or Por.Por.Chor. concerning the principles and methods
of accounting records and submission of person being a party to the
contract made with State Enterprise or State Agency B.E. 2554. Moreover,
according to the NACC announcement, the Company has also made it
available in our website to disclose information regarding biddings and
reference prices for the suppliers/contractors.

For procurement activities, PTTEP has started preparing a business
analysis especially to review the overall performance of the Procurement
Department by using the procurement spending data from the past three
years. This data is to be analyzed to identify the suppliers/contractors
classification and risk assessment relating to operations and market
trends. The results from the evaluation, in turn, help the Company to
identify name of the critical suppliers/contractors who are vital to the
operation of PTTEP.

Upon identifying the critical suppliers/contractors, PTTEP uses the
analysis to prepare procurement and contract strategies and plans for
each product and service group. The Supply Market Analysis (SMA) will
then be generated to support future procurement and contractual
activities.

PTTEP needs to submit the procurement and contract strategies and plan,
including the bidder lists to the Procurement Committee (PC) and joint
venture partners (if any) for approval before proceeding with the
bidding. The bidder lists and the procurement/contract strategy and plan
must be internally approved from three parties, namely, those
responsible from the operations involved, assets unit, and procurement
unit before submitting to the PC and business partners in order to
counter balance for transparency purposes.

For the bidding process, two sealed envelopes, two-stage bidding, are
required. One envelope is for technical, while the other is for
commercial. The technical envelope is opened first for evaluation of the
technical quality and SSHE. Then, after having qualified bidders from
the first stage, the process will continue with opening of the
commercial envelope. The result of the bidding will be submitted to the
Procurement Committee and joint venture partners (if any) for approval
before initiating the contracting activities with the
suppliers/contractors.

As an important and integral part of PTTEP’s Supplier Relationship
Management (SRM), during the operation and contract management, the
contract holder must monitor the suppliers/contractors and periodically
follow up on the performance to ensure that the suppliers/contractors
operate according to the contractual terms regarding quality, SSHE, and
human rights. At the end of the contract management, the contract holder
must complete the final performance evaluation on the
suppliers/contractors in order to drive their performance even further,
a proven formula for a long-lasting supplier relationship.

PTTEP supports domestic procurements and services, and we also encourage
the procurement of goods and services from the operation areas in order
to provide employment and income generation to support for the locals as
well as to reduce costs and delivery time.  As a result of our
commitment to building long-term relationship with the communities where
we operate, the Company has gained from each of the communities a
license to operate.  In addition, PTTEP also encourages the
suppliers/contractors to operate with care and responsibility wherever
they are and local communities and to support local procurement within
their local area in order to lower the cost of goods as well as to
support the local community.

  9) Creditors

PTTEP recognizes the importance of internal and external stakeholders
including creditors. This is firmly based upon the Company’s policy of
equitable treatment for all stakeholders, which is an integral part of
our CG&BE.

Great emphasis is placed upon accurate, complete, timely, and
transparent information disclosure to all stakeholders. Information
disclosed by PTTEP consists of financial and non-financial information.
Financial information particularly the financial statements are reviewed
and audited by an independent auditor in compliance with the Generally
Accepted Accounting Principles. The information is also endorsed by the
Company’s Audit Committee as well as the Board prior to public
disclosure to shareholders and other stakeholders.

Regarding creditors, the PTTEP’s debentures issuance and all relevant
processes are in compliance with the laws as well as policies and
regulations stipulated by SEC. The Company’s debt issuance complies with
the policies, purposes, and resolutions set forth at the Company’s
shareholder’s meeting. The Company agrees to fulfill our obligations
stated in our bond and debt agreements and ensures that information is
accurately and adequately disclosed to all stakeholders. Furthermore,
PTTEP also maintains necessary measures in place to remedy any incidents
or other types of impairments that may arise as a result of
non-compliance.

10) Competitors

Based on professionalism and equality, PTTEP treats our competitors
under transparent and fair rules. We, in our greatest effort, try to
avoid all unethical manners and all ill-intentions to defame reputation
of our competitors through false or unfair statements or acts. We are
also committed to complying with local laws and regulations regarding
trade competition. More details about the Trade Competition Policy are
disclosed in CG&BE, which is available in PTTEP website.

11) Customs and Traditions

PTTEP adheres to local customs and traditions of all the areas and
locations in which we operate. Trainings are provided to our employees
by knowledgeable and experienced instructors, including representatives
from the Ministry of Foreign Affairs or Embassy. Instructors will
provide suggestions and information regarding customs, traditions,
sensitive issues, and local practices to the employees who will be
transferred there in order for them to understand and behave in a proper
manner.

12) Human Rights

PTTEP has a human rights policy which clearly states our commitment to
comply with all labor laws in all areas of the Company’s operation, with
a strict prohibition of direct and indirect employment of child and
forced labor. This complies with the UN Universal Declaration of Human
Rights. Whether or not the country in which PTTEP invests in has local
laws on human rights, we are still committed to providing fair
employment while ensuring employees with a safe working environment and
hygiene. PTTEP ensures that no threats exist among employees or those
related to the Company. Ethical partners without any infringement of
human rights are employed. PTTEP promotes consultation between
executives and employees through the employees’ representatives in the
welfare committee. Views and suggestions are communicated for
improvement of welfare and other proper and necessary benefits to
improve our employees’ quality of living.

13) Laws

PTTEP respects laws in everywhere we operate business. The Board sets
the matter related to the compliance with applicable laws in the
Business Ethics of PTTEP Group. The directors, management and employees
are required to understand them as well as strictly abide by laws
related to our operations in all areas to enable PTTEP Group to operate
with accuracy and efficiency.

PTTEP has established the Compliance Department as the center of
compliance performance supervision for the PTTEP Group. The Department
has a direct reporting line to the Senior Vice President of the Legal
Division and to the President and Chief Executive Officer. In 2013, the
President and Chief Executive Officer announced the Compliance Policy to
express our commitment to full legal compliance and define roles of all
management and employees in promoting compliance. The Compliance Program
has also been implemented to enhance awareness on compliance-related
matters among employees.

9.1.2.3 Whistleblowing Reporting and Protection Procedures

The ultimate operational goal of PTTEP Group is to optimize value of the
Company for shareholders, create a long-term satisfaction for our
stakeholders, and, for ourselves, become the Company with “Growth,
Prosperity, Stability, Sustainability and Dignity”. To achieve our goal,
we understand that confidence and faith in CG&BE must be put in place as
well as into practice. To provide ourselves with the opportunity to
succeed, PTTEP has established the CG Hotline channels where directors,
management, employees, and external parties are able to report in good
faith of suspicious misconducts or wrongdoings that might be of
violation to the laws, CG&BE, or other regulations of PTTEP Group.

To instill confidence for a whistleblower from possible retaliations as
a result of reporting in good faith, PTTEP has formally developed a set
of regulations specifically to handle whistleblowing cases and provide
protection for those related parties. The information received and the
identity of a whistleblower is treated with confidentiality, only to be
disclosed to those who must be involved in the case. Meanwhile, the
investigation is conducted strictly in order and within the timeframe as
prescribed in the “Reporting and Whistleblowing Regulation 2013” of
PTTEP Group. The result of all the investigations must be reported to
the Audit Committee or the Corporate Governance Committee (as the case
may be), and later to the Board on a quarterly basis. The followings are
the CG Hotline channels of PTTEP Group.

1) Mail to PTTEP director, supervisor, or Corporate Governance Section

of the Corporate Secretary Division

PTT Exploration and Production Public Company Limited

555/1 Energy Complex Building A, 33th Floor

Vibhavadi Rangsit Road, Chatuchak, Bangkok 10900, Thailand

2) Fax to supervisor or Corporate Governance Section

  of the Corporate Secretary Division (+66-2537-4949)

  3) E-mail to supervisor or Corporate Governance Section

  of the Corporate Secretary Division (cghotline@pttep.com)

(4) Report through PTTEP website (www.pttep.com)

(5) Report through PTTEP Intranet (CG Portal)

In addition, if there is a complaint made in good faith regarding
subsidiaries, the complaints can also be reported to the coordinator of
those related subsidiaries.

In 2014, the CG Hotline channels received a total of eight complaints
which were related to misconducts committed by employees and other
persons acting on behalf of PTTEP Group. These conducts, however, had
not produced any significant financial or reputational impacts on the
Company. During the year, we had completed the investigation for six of
the complaints and had reported the results to all of the whistleblowers
whether or not they made the complaint anonymously. Meanwhile,
disciplinary actions had since been taken against all those who violated
regulations of the Company. All of the remaining two complaints are
still under an investigation; however, these complaints do not involve
with child labor, labor force, or any matter regarding the Company
obstructing employee integration to negotiate with the employment or
related termination.

9.1.3 Information Disclosure and Transparency

9.1.3.1 Disclosure of Financial and Non-Financial Information

Information disclosure is a key aspect of good corporate governance.
PTTEP gives importance to the information disclosed to the Stock
Exchange of Thailand (SET) and as well as to shareholders. At the very
least, the information must be accurate, sufficient, timely, and equally
available to all parties. The information is prepared according to our
Business Ethics guidelines. In PTTEP, the departments responsible for
providing information and replying to external queries from the SET and
the general public are the Investor Relations Section (IR) and the
Corporate Communications Department.

Our information disclosure consists of financial information and
non-financial information. Financial information is disclosed through
financial statements, which are reviewed and audited by the external
auditor to confirm that they are presented accurately, in all material
respects, according to Thai Financial Reporting Standards. The financial
statements are subsequently approved by the Audit Committee and the
Board before being disclosed to the public. The Board reports their
responsibilities with respect to the financial statements in the PTTEP
Annual Report. In addition to SET’s requirements, we also release our
unreviewed quarterly financial statements and unaudited annual financial
statements in advance to allow timely access to the financial
information for shareholders and investors. Unless stated otherwise, the
information before and after review and audit usually do not contain any
significant changes. PTTEP also discloses non-financial information,
they are such as the acquisition and disposal of assets, related party
transactions, dividend payments, management’s discussion and analysis,
risk management, invitation letter for shareholders’ meetings, minutes
of meetings, Annual Corporate Governance Report and the 56-1 Form, as
well as other information which is important for investment decisions,
all according to the requirements of SET and SEC.

Information that PTTEP discloses to SET, shareholders, investors and the
general public are disseminated in both Thai and English in the
Company’s website which also features other up-to-date information
viewed to be of interest to the aforementioned audience. Key information
available in the website are petroleum exploration and production
projects, investment projects, quarterly and annual analyst meeting
presentations, webcasts, roadshow presentations, historical and latest
stock performance, analyst coverage, and news releases. PTTEP also
reports security, occupation health, safety and environmental
performance which are included in the Annual Sustainability Report. In
2014, the Company also made available in the website a downloadable
excel spreadsheet which contains historical financial information and
operating results to facilitate investors' access to information.

PTTEP also publishes a quarterly investor newsletter, Explorer’s
Journal, which includes information that may be beneficial to
shareholders and investors, such as quarterly performance highlights,
project updates, good corporate governance practices, topics on
sustainable development, and knowledge sharing on the fundamentals of
the exploration and production business. The newsletter is bi-lingual,
Thai and English, and available in both hardcopy and electronic formats.
The latter can also be downloaded from our website, effectively serving
as another communication channel between the Company and shareholders
for news and updates. In 2014, PTTEP disclosed a total of 40 articles
through the SET Portal and organized the following activities for
shareholders and analysts.

+----------------------------------------------------+-----------------+
| Activities                                         | Amount (Times)  |
+----------------------------------------------------+-----------------+
| Domestic and overseas roadshows/conferences        | 17              |
|                                                    |                 |
| Analyst meeting                                    | 4               |
|                                                    |                 |
| Opportunity day (by SET)                           | 4               |
|                                                    |                 |
| Shareholders’ and investors’ site visit            | 7               |
|                                                    |                 |
| Daily telephone correspondence                     | Average 4       |
+----------------------------------------------------+-----------------+

Apart from the activities above, the Company also participated in events
organized by SET to meet retail investors such as SET in the City.
Meanwhile, regularly and throughout the year, we extended interaction
with analysts and fund managers, through company visits and conference
calls, regularly throughout the year, accumulating to more than 60
meetings in 2014. The information above could also be found at the AGM
Meeting, while IR was readily prepared to provide information and
answers to questions raised by the Company’s shareholders.

PTTEP understands that disclosure of the information which is accurate,
complete, timely and transparent is the key to CG&BE; we therefore are
committed and dedicated to delivering the best possible performance from
our business operations.

9.1.3.2 Investor Relations 

The Investor Relations section (IR) is responsible for communication of
relevant information and news that reflect PTTEP’s fair value to
analysts, shareholders, and general investors under the rules of SET and
SEC in order to foster confidence in the analysts and the investment
community. Moreover, IR is also entrusted with upholding the corporate
image and perception among analysts and investors, while also relied
upon to coordinate and advice over IR related issues to the Company’s
executives.

Our IR can be contacted through the following three channels.

  1) By phone: +66-2537-4675, +66-2537-4378, +66-2537-4075,
  +66-2537-7347, +66-2537-5746, +66-2537-5517, and +66-2537-4446

  2) By e-mail: ir@pttep.com

  3) By fax: +66-2537-4444 and+66-2537-4467

9.1.4 Board’s Responsibilities

The followings are the major responsibilities of the Board, while the
full details are disclosed in the “Duties and Responsibilities of the
Board” part.

1.  Policy-making and operational direction

The Board is responsible for making decisions regarding PTTEP’s
operational policies and determination of the corporate vision, mission,
and values. The Board is also assigned to be directly involved in the
Company’s budgetary and planning, and organization development strategy
to accommodate continuous changes in the business environment, as well
as to provide management with advices to lead the Company toward our
five ultimate goals, being “Growth, Prosperity, Stability,
Sustainability and Dignity”.

2.  Good Corporate Governance and Business Ethics

The Board is responsible for establishment of PTTEP’s CG&BE for all
directors, management, and employees to adhere to while operating
businesses for PTTEP Group. This is to ensure that our businesses are
operated with good standards, transparency, efficiency, ethics, and
justification, and that the rights of the Company’s stakeholders are
preserved proportionately to their fair share to maintain the general
confidence and acceptance in the Company. The Corporate Governance
Section meanwhile has been established to be responsible for matters
regarding CG&BE.

3.  Internal control and auditing

The Board is responsible for assuring that PTTEP Group is equipped with
an effective internal control system that is comparable to the
acceptable risk levels. The Audit Committee and the Internal Audit
Department are assigned to periodically and regularly review and monitor
internal controls as well as to submit the results directly to the Audit
Committee to ensure that they are in line with the operational
objectives of PTTEP Group, in compliance with relevant laws and
regulations, and in trust of management, investors, and other
stakeholders.

Our internal control system is comparable to those accepted by the
international standards, considering the control environment, risk
assessment relative to objectives, effective control plans, internal and
external provisions of adequate and reliable information and
communications, as well as routine monitoring and evaluation procedures.

4.  Risk management

The Board is responsible for regulating and overseeing the management of
risks that might deter PTTEP from achieving our strategic goals. In
doing so, the Board has appointed the Risk Management Committee which is
a standing Sub-Committee to monitor and ensure the efficient and
effective management of risk for PTTEP Group as defined by the Risk
Management Charter of 2014. The Risk Management Committee has also been
assigned to assess risks which are of significance at the organizational
and project levels, evaluate and monitor operational plans, oversee the
implementation and revision of risk mitigation to allow for continuous
evaluation of risks in order to ensure that the risks are at acceptable
levels, as well as to report the results to the Board immediately or
periodically.

5.  Prevention of conflicts of interest

The Board establishes various management measures to ensure that the
management is efficient and transparent and acts in the best interest of
PTTEP Group, by assuring that the Company and our management are without
any conflicts of interest. Shall anyone of the Company’s directors,
executives, or employees have a stake potentially leading to a conflicts
of interest, he or she must withdraw from participation or be abstained
from voting in the given issue. Consequently, a report must be filed to
inform the authority of the stake according to our Business Ethics as
specified for the directors, management, and employees to follow as our
business codes of conduct.

6.  Compliance

The Board values importance of full legal compliance in all of the areas
in which the PTTEP Group operates. The Board also provides the Group
with the supports required to conform to the applicable laws and to
properly manage relevant compliance risks. Compliance is considered one
of the keys that allow the Group to function discretely as well as to be
able to operate in accordance with our strategy toward the business
goals. The Compliance Department has been assigned by the Board to be
responsible for this matter.

9.2 Sub-Committees

The Board is responsible for appointing directors who have expertise and
knowledge in certain areas according to the regulations specified by
PTTEP. Each Sub-Committee meanwhile is responsible for a specific set of
tasks specified by its respective charters’ directors. Qualifications,
responsibilities and service term of the Sub-Committees are prescribed
by the Company’s regulations, through the designated charter. All the
members of the Audit Committee and the Corporate Governance Committee
must be independent directors, while the majority of the members of the
Nominating and Remuneration committees must be independent directors.
The Chairman of the Board however is not allowed to obtain any
chairmanships or directorships in the Sub-Committees. In addition, each
Chairman of all Sub-Committees, only with exception of the Risk
Management Committee, must be an independent director.

From every meeting, the Sub-Committees are required to report the
results to the Board for acknowledgement on a regular basis, as well as
to disclose in the 56-1 Form and PTTEP Annual Report their duties
completed over the year.

Currently, the Company has five Sub-Committees, namely, (1) the
Corporate Governance Committee, (2) the Audit Committee, (3) the
Remuneration Committee, (4) the Nominating Committee, and (5) the Risk
Management Committee. More details about the directors’ names, duties
and responsibilities, meeting attendance, and remuneration policy are
disclosed in the “Management Structure” section. For the reports of all
the Sub-Committees, they are disclosed in the “Reports of the
Sub-Committees” part.

9.3 Nomination of Directors and Management

9.3.1 Nomination of Directors

When there is a vacancy of a director position, it is the duty of the
Nominating Committee to search for candidates in replacement. The
process begins with the Committee going through a list of directors from
state-owned enterprises (Directors’ Pool), gathered by the State
Enterprise Policy Office (SEPO) whose top personnel are regarded as
highly-qualified in the area of state-enterprising. Moreover, PTTEP also
seeks advices from our major shareholder, PTT, for consideration. We
place importance on those individuals with expert skills, experience,
and the qualifications which are crucial, yet perhaps remained missing
in the Boardroom, to the Company’s business in making the organization
more completed and well-rounded for the optimal benefits of PTTEP Group.
Potential conflicts of interest of the new director are also being
considered during the process. More details are disclosed in the
“Management Structure” section.

Election of directors to replace those who are due to retire by rotation
must obtain an approval from the annual general shareholders’ meeting by
the majority vote which is based on the number of the Company’s
shareholders with voting eligibility at the Meeting. The election
process is as follows:

1) The Nominating Committee proposes a list of qualified candidates to
the Board for their review prior to the annual general shareholders’
meeting. PTTEP’s shareholders meanwhile may also nominate other
individuals whom they see fit for the director position. The Company
provides channels for shareholders to nominate candidates prior to the
meeting each year from October 1 to December 31. We declare this process
through SET and also publish on the Company’s website. Moreover, PTTEP
also discloses the procedures for shareholders to nominate a candidate,
together with the Director Nomination Form, on the website.

2) Should the number of director candidates be less than the number to
be elected, PTTEP will propose at the shareholders’ meeting to elect
those candidates as directors by voting for individual candidates, under
which they must receive majority votes.

3) Should the number of director candidates exceeds the number to be
elected, a ballot is to be held. Each shareholder may vote for as many
director candidates as the number of the opened positions, and voting
will then be carried out for the individual candidates. Those with the
highest ballots will be elected, as many as the number of opened
positions accommodates.

When a director position becomes vacant for reasons other than rotation,
the Board may elect a new director using the three-fourth majority
voting rule. Such director however is to remain in his or her position
for only as long as the remaining term of the predecessor.

9.3.2 Nomination of Management

The Board grants the President and Chief Executive Officer the authority
to select and appoint those individuals who possess qualified knowledge,
capabilities, and experience to hold management positions, preferably in
consultation with the Career Review Board Committee (CRB) and strictly
according to the Company’s personnel administration regulation. The
management appointment shall be reported to the Board for
acknowledgement. Exceptions are made in the case of appointing of the
Executive Vice Presidents, and the President and Chief Executive Officer
where the Board’s approval is necessary. Moreover, the Board is also
required to hold at least an interview session if the candidate is from
an external organization. It should also be noted that the appointment
of management from Internal Audit Department must be approved by the
Audit Committee.

9.4 Development of Directors and Executives

9.4.1 Directors Development

Orientation of New Directors

Orientations are being provided to the Company’s new directors which
consist of the following elements.

1)  Presentation by the President and Chief Executive Officer, and
    executives: This briefing involves the nature and the operation
    guideline of the business, knowledge and techniques regarding to the
    petroleum exploration and production business of PTTEP Group,
    relevant rules and regulations, CG&BE, and essential information for
    directors to perform duties with efficiency.

2)  Director Manual: This contains essential information, including
    strategic plan, relevant rules and regulations, and CG&BE, which
    will be beneficial for him or her to perform director duties. The
    Manual is regularly reviewed and updated for directors to use as a
    reference.

3)  Plant visit: New directors will visit operational sites of PTTEP
    Group as appropriate to increase their understanding in PTTEP
    business operations.

At the end of each orientation, new directors will evaluate the
effectiveness of the orientation for further improvement. Director
elected to be the Chairman and/or a member of the
Sub-Committee are also required to attend an extra session in order to
be informed of the important subjects which come with the additional new
role, including, performing duties of the Chairman and/or a member of
the Sub-Committee with efficiency as well as conducting and leading
meetings of directors and shareholders.

Trainings of Directors

PTTEP directors are knowledgeable and ambitious to learn and understand
more about the business and their duties as a director; therefore, the
Company fully supports them to attend seminars and trainings, which were
organized by the Thai Institute of Directors Association (IOD), which
the training topics are relative to the Company’s business operations.
The followings are the details of the seminars and trainings attended by
six directors during 2014.

+----------------------+-----------------------------------------------+
| Directors            | Courses                                       |
+======================+===============================================+
| 1) Mr. Prajya        | -   Role of the Chairman Program (RCP         |
| Phinyawat            |     35/2014) by IOD                           |
|                      |                                               |
|                      | -   Chairman Forum: Clean Business - What is  |
|                      |     the Chairman Role? (1/2014) by IOD        |
+----------------------+-----------------------------------------------+
| 2) General Worawat   | -   Role of the Compensation Committee (RCC   |
| Indradat             |     18/2014) by IOD                           |
+----------------------+-----------------------------------------------+
| 3) Mr. Chakkrit      | -   Senior Executive Program on               |
| Parapuntakul         |     Administrative Justice (Class 5)          |
|                      |     by The Administrative Court               |
|                      |                                               |
|                      | -   The Programme for Senior Executives on    |
|                      |     Justice Administration (Class 19) by      |
|                      |     Office of the Judiciary                   |
+----------------------+-----------------------------------------------+
| 4) Mr. Manas Jamveha | -   Top Executive Program (Class 5) by        |
|                      |     Thailand Energy Academy                   |
|                      |                                               |
|                      | -   Top Executive Program in Commerce and     |
|                      |     Trade (TEPCoT) (Class 7), University of   |
|                      |     Thai Chamber of Commerce                  |
+----------------------+-----------------------------------------------+
| 5) Mr. Sethaput      | -   IOD Committee Forum: Internal Audit       |
|                      |     Topics for Audit Committee Consideration  |
| Suthiwart-Narueput   |                                               |
+----------------------+-----------------------------------------------+
| 6) Mr. Ampon         | -   How to Develop a Risk Management Plan     |
| Kittiampon           |     (RMP 6/2014) by IOD                       |
+----------------------+-----------------------------------------------+

Currently, eight out of 14 directors have participated in IOD’s Director
Certification Program (DCP), while three directors also attended the
IOD’s Director Accreditation Program (DAP). Therefore, there are 11 out
of 14 directors (78.57%) attended trainings organized by IOD. Moreover,
PTTEP has applied an IOD membership for all directors, as well as
provide them with information regarding new and updated seminars or
trainings to keep directors consistently informed. More details on the
training courses attended by the directors are disclosed in the
“Information of the Board of Directors, Management and Corporate
Secretary of the Company” part.

To continuously provide knowledge and share opinions with the directors,
PTTEP has invited two guest speakers to provide lecture sessions and
exchange opinions with the Board in 2014 with details as follows:

1)  “Anti-Corruption & Bribery” issue by Mr. Chinnawat Thongpakdee,
    Managing Partner of Herbert Smith Freehills (Thailand)

2)  “Duties and Roles of the Board of Director in M&A Decision-Making”
    issue by Professor Kitipong Urapeepatanapong, Chairman of Baker &
    McKenzie Limited (Bangkok Office)

In addition, PTTEP regularly update the directors with laws and best
practices regarding good corporate governance for their better knowledge
and understanding.

9.4.2 Management Succession Plan

PTTEP uses the assessment center to evaluate levels of management
competency, while the results are then used to compare with the PTTEP
Management Success Profile which includes several elements, namely,
competency level, personal attributes, and organization knowledge and
experience. Management shall individually receive the results of the
assessment center and will work together with their superiors to create
a competency development plan to enhance their management and leadership
skills, especially in technical and behavioral areas as well as the
corporate culture.

In addition, the Company has a systematic succession planning for key
positions to replace retiring staff and/or fill new positions as a
result of the Company’s expansion domestically and internationally in
order to serve our business growth. The Career Review Board Committee is
authorized to select and appoint successors with required
qualifications, knowledge, ability, their currently Estimated Potential
(CEP) result, and experience comparably to the targeted key positions.
Thereafter, short- and long-term individual development plan will be
created to ensure that each of the successors will be ready and
qualified for the positions that they will assume.

9.4.3 Nomination and Succession Plan of the President and Chief Executive Officer

The Nominating Committee is responsible for considering the candidates’
skills, experiences, and various other specific qualifications of the
candidates to bring about the best of interests to PTTEP, as well as
looking into their probable conflicts of interest. After the
consideration, the Committee shall propose the qualified candidates to
the Board for approval.

PTTEP formulates a succession plan for the President and Chief Executive
Officer to prepare the Company in case of the situation where the
President and Chief Executive Officer is unable to perform his or her
duties or when the serving term is completed. The plan helps to minimize
the risks and the impacts, potentially resulting from the discontinuity,
on the management. The succession planning procedure is as follows:

1.  PTT Group Management Committee (PTTGMC), a committee in which the
    Company’s President and Chief Executive Officer is a director, forms
    the Group Leadership Development Program (GLDP). The program primary
    focus is to enhance the capability of the PTT Group’s executives,
    vice presidents and above, in order to prepare them for the possible
    nomination to become a President and Chief Executive Officer in one
    of PTT Group of companies.

2.  PTTGMC, with PTT being the Company’s major shareholder, reviews the
    executive names from the shortlist from 1) and proposes them to the
    PTT’s Board of Directors who is responsible to select PTTEP’s next
    President and Chief Executive Officer.

3.  After receiving candidate names, accompanied by opinions of PTT’s
    Board from 2), the Company’s Nominating Committee reassesses the
    individual’s knowledge, capability, and experience beneficially
    related to the business, conflict of interest, and his or her vision
    to lead the Company to grow according to the strategic plan.

4.  The Nominating Committee proposes the name of the final candidate,
    together with opinions, to the Board for approval and consequently
    finally appoints the Company’s President and Chief Executive
    Officer.

9.5 Authority of the President and Chief Executive Officer

1) Authority under resolutions from shareholder meetings

The President and Chief Executive Officer is the authorized signatory
who may sign to bind PTTEP with external parties under clause 9,
paragraph 6, of the Company’s Articles of Association registered with
the Ministry of Commerce.

2) Authority under resolutions from the Board’s meetings of PTTEP

The Board authorizes the President and Chief Executive Officer to act
and conduct, on the Company’s behalf, normal course of business
operations under the stated objectives in our Memorandum of Association,
petroleum concessions and other agreements, including other businesses
in which the Company has interests. In addition, the President and Chief
Executive Officer is also authorized to be the acting body and conduct
the business under PTTEP regulations, namely, the Budgetary, Finance and
Accounting Charter B.E. 2555, Regulation on Human Resources Management
B.E. 2548, Regulation on General Procurement B.E. 2556, Regulation on
Procurement for E&P Business B.E. 2556, and Regulation on Project
Investment Management B.E 2557, by applying of the practices comparable
to those of other private companies in the E&P business as well as in
best interests of the Company. Delegation of authority is permitted
unless the concerned attorney has a direct or indirect conflict of
interest with the Company or our subsidiaries in exercising of the
authority.

9.6 Corporate Governance Concerning Subsidiaries and Associated Companies

PTTEP has established subsidiaries and/or associated companies mainly to
support our core business. Our continuous expansion in domestic
territory and overseas necessitates the establishment of subsidiaries
and/or associated companies in the regions where the Company invests for
flexible and efficient business operations and competitive advantages
comparable to other international oil companies. To achieve this, PTTEP
has considered various factors, such as laws and regulations, financial
structure, tax regimes, and risk management.

Our policy is to manage our subsidiaries as “One Company” with a clear
direction, ensuring that the subsidiaries will always follow PTTEP’s
business direction and strategy and are mainly managed as one team by
PTTEP’s executives and employees. In addition, our management and
internal control systems are also to be adopted by and implemented in
all of the subsidiaries and in the same way that they are standardized
and practiced at PTTEP. To manage associated companies, PTTEP nominates
representatives to serve as a shareholder and/or a member of each
associated company’s board of directors to participate in defining the
overall business strategy and policy. To manage subsidiaries and
associated companies, the Company strictly adheres to our CG&BE as the
compelling philosophy to ensure effectiveness, transparency, fairness,
and achievement of our business goals.

PTTEP management is responsible for appointing of directors of the
subsidiaries and associated companies by selecting 1-3 individuals from
the Company’s executives, from departmental level or above. The Company
may also have to appoint a local director, if required by laws and
regulations of the countries in which the investments are made, to
manage subsidiaries within the framework and in line with our policy and
business strategy. To encourage operational flexibility of the
subsidiaries and associated companies work, the Company delegates our
authority as specified by the Corporate DAS (Delegation of Authority and
Signatures) according to the practice of other leading E&P companies. In
addition, subsidiaries and associates companies have to report their
performance to PTTEP on a quarterly basis in order to ensure their
performance and effectiveness.

9.7 Directors’ Serving Terms and Their Directorship in Other Companies

PTTEP prescribes that one-third of the directors shall be retired by
rotation in each annual general shareholders’ meeting. According to
PTTEP Articles of Association, the Board shall consist of no more than
15 members, each with a 3-year serving term. Effective since 2006, the
Board has determined that all directors, including independent
directors, are allowed to be in the directorship of no more than three
consecutive terms or nine years. This essentially allows our competent
and qualified directors to continuously and effectively perform duties
for PTTEP.

A two-term limit, or six years in equivalence, is too stringent for the
Company to benefit from the capability and experience which our
directors have earned over the years in the position, as well as often
too soon for the Nominating Committee to best select the replacements
for optimal benefits of the Company and our shareholders.

In terms of qualification, the directors shall not assume a directorship
or executive-level position in more than four listed companies at once.
More details on the number of directorships held by each director are
disclosed in the “Information of the Board of Directors, Management and
Corporate Secretary of the Company” part. Currently, no director holds a
directorship or executive-level position in more than three other listed
companies. Similarly, serving term is three years for those directors
who are also a member of PTTEP’s Sub-Committees as prescribed in the
Charter of each of our Sub-Committees.

9.8 Roles of the Chairman and the President and Chief Executive Officer

The Chairman, and President and Chief Executive Officer of PTTEP are of
two different directors. The Chairman does not participate in the daily
management of the business, providing that conducting and monitoring of
the business policies are entirely separated from the daily operational
management. Duties and responsibilities of Chairman of the Board are as
follows:

1)  Be the leader in supervising the Board to perform its duties with
    efficiency and to be independent from the management

2)  Determine agenda of PTTEP’s meetings with the President and Chief
    Executive Officer as stipulated in the duties and responsibilities
    of the Board

3)  Be the effective Chairman at meetings of the Board and shareholders,
    and ensure that all directors carry out duties as stipulated in
    CG&BE

For transparency and appropriateness, the Chairman is not allowed to
hold any position in any of PTTEP’s Sub-Committees, which is clearly
stated in the charter of each Sub-Committee. Meanwhile, the President
and Chief Executive Officer is responsible for the Company’s daily
management with the authority as empowered and granted by the Board.

9.9 Independence of the Chairman

PTTEP considers independency as the first priority in electing the
Company’s Chairman of the Board. Shall there be none who is suitable for
the position, other directors will be considered. The current Chairman,
Mr. Prajya Phinyawat, is an independent director and has performed his
duties with autonomy and discretion. The Chairman and his performance
are appraised by members of the Board and examined for future
improvements. More details on the appraisal results are disclosed in the
“Performance Appraisal of the Board” part.

In addition, all of the Company’s directors are allowed to independently
express their views with freedom regarding the business operation,
whether in the meetings of the Board, Sub-Committees, or in other
occasions. This is to ensure that the management is able to operate
businesses with efficiency, accuracy, transparency, and in the best
interests of shareholders.

9.10 Policy and Practices for the President and Chief Executive Officer, and Executives with Directorships in Other Companies

PTTEP recognizes value of knowledge and experience that the President
and Chief Executive Officer, and executives have gained from holding a
directorship in other organizations outside PTTEP. To ensure a
productive, uninterrupted, effective management, the Company however
clearly states in CG&BE regarding the amount of time that the President
and Chief Executive Officer, and executives are allowed, on
only-if-necessary and no-harms-done basis, to hold a directorship
position in other companies or organizations which are not of their own
or families. In addition, the individuals must be given an approval from
the Company’s authorized personnel as well as accept the condition that
they shall not, in every aspect, associate the Company and their
position in the Company in those external activities. Meanwhile,
remuneration of the executives who are assigned by the Company to assume
a directorship in the organizations or units in, or related to, the
petroleum exploration and production are considered PTTEP’s; otherwise,
the remuneration is considered theirs. More details on the number of
directorships held by each executive are disclosed in the “Information
of the Board of Directors, Management and Corporate Secretary of the
Company” part.

9.11 Conflict of Interest Policy

PTTEP, with the following principles, is committed to preventing all
potential conflicts of interest to ensure the Company’s stakeholders’
confidence that our business management is efficient, transparent, and
in compliance with CG&BE.

1.  Directors, management, and employees shall treat the interests of
    PTTEP Group with priority and shall not involve or be involved in
    any activities potentially leading to a conflict of interest.

2.  Directors, management, and employees shall review and disclose their
    transactions of conflict of interest to the Company.

3.  Directors, management, and employees shall not participate in
    considering or voting in any matters in which they have stakes and,
    if such exists, shall completely disclose the information.

4.  Directors, management, and employees shall strictly adhere to laws
    and regulations as required by SET, particularly when involved with
    connected transactions.

PTTEP establishes preventive measures for the conflict of interest as
follows:

1)  Directors, management, employees, and related persons must avoid
    financial involvement or engagement in a relationship with outsiders
    which may result in PTTEP Group’s loss of benefits, conflicts of
    interest, or operational inefficiency.

2)  Directors, management and employees, who may have potential
    conflicts of interest regarding procedures relating to a bidding
    process, selection and awarding or the transactions, must report to
    their supervisor or those participating in the given process through
    the Company’s “Conflict of Interest Declaration Form”. They must
    also withdraw themselves from participating in such processes.

3)  Directors, management, and employees must notify the Company
    immediately if there is a suspicion or uncertainty that their job,
    they or their related persons involve or hold shares in any business
    that has a transaction with the Company which may lead to a conflict
    of interest.

9.12 Business Ethics

PTTEP is committed to operating ethically as Business Ethics are
regarded as the behavioral framework and guideline for directors,
management and employees to carry out business operations effectively,
transparently and ethically, as well as treat all stakeholders fairly.
These practices will result in confidence and acceptance in the
efficiency and transparency of the Company’s business operations,
thereby creating a long-term sustainable value for all stakeholders.

The Business Ethics of PTTEP Group is part of CG&BE. The Board first
established the Business Ethics in 1989, and it has since been revised
every year. The current version of CG&BE was approved by the Board on
February 27, 2014, and it is regarded as the highest regulation for
operating businesses with PTTEP Group. The new structure of CG&BE
enables audiences to understand the contents more easily. In addition,
new topics, such as “Protection against Money Laundering” and “Trade
Competition”, were also added. PTTEP engaged international consultants
to participate in this revision project, as well as our executives with
the position of Senior Vice President and above, to provide their
valuable insights. CG&BE is available for download from the Company’s
website.

Components of our Business Ethics consist of principles, samples of
questions and answers, information for additional study, and departments
responsible for each of the principles. There are 10 ethical issues
reflecting our organizational values in operating businesses to which
all directors, management, and employees must adhere.

1)  Compliance with Laws, Regulations and Rules, and Respect for
    Different Customs and Cultures

2)  Political Neutrality

3)  Human Resources

-   Workplace environment

-   Privacy, Equal Treatment and Anti-Harassment

-   Illegal Drugs, Substance Abuse and Alcohol

-   Outside Employment, and Executives and Employees’ Participation in
    Outside Activities

4)  Use and Protection of Information and Assets

-   Keeping Records, Using, Disclosing and Safeguarding Information

-   Use and Storage of Electronic Data and Information Technology
    Resources

-   Use and Protection of Intellectual Property

-   Insider Trading and Use of Inside Information

5)  Conflicts of Interest

6)  Procurement and Contracts

7)  Anti-Corruption

8)  Trade Competition

9)  Anti-Money Laundering

10) Safety, Security, Health and Environment

PTTEP distributes CG&BE booklets to all directors, management, and
employees for their reference and adherence. They are also required to
sign their names as an accord to be committed to applying CG&BE
principles and carrying them out to the highest working standards. In
addition, the booklets are provided to the Company’s business partners,
regulatory organizations, parties with regular business relationships
with the Company and other interested parties. For the convenience of
shareholders, investors and interested parties, contents of the CG&BE
booklets can also be found on the website, under the Corporate
Governance section.

PTTEP continuously enhances and promotes knowledge and understanding of
CG&BE among directors and personnel. The Board governs the ways CG&BE is
communicated to the directors and personnel to ensure that they are able
to perform according to CG&BE for their business conduct. Means of
communication endorsed by the Board are as follows:

1)  Introduction to CG&BE was included as one section of the orientation
    for new directors, new members of the Corporate Governance
    Committee, and new employees. In 2014, three CG&BE orientation
    sessions were conducted for new directors, one for new members of
    the Corporate Governance Committee, and 12 for new employees.

2)  CG&BE workshop, which was a full-day course, was developed and
    conducted for employees with an aim to provide them with the
    applicable knowledge to be applied to their works and to adjust
    attitudes of the employees to match the expectations of PTTEP
    through several learning materials and activities which were fun and
    motivational. Employees also had a chance to share their opinions on
    how CG&BE issues could relate to their works. Members of the
    Corporate Governance Committee, the President and Chief Executive
    Officer, and the management from their respective Function Group
    also participated throughout the Workshop to demonstrate to all
    employees that the directors and management placed high importance
    on this matter and expected everyone in the organization to strictly
    comply with CG&BE for their work conducts. In 2014, the Workshop was
    organized five times to employees at the headquarters from all the
    10 function groups, and one time to employees working at the S1
    Project.

3)  CG&BE course for management was conducted to the new management of
    PTTEP in an effort to provide comprehensive knowledge and
    application of CG&BE so they can be a role model for their
    subordinates, through rigorous discussions and opinion exchanges
    between the Corporate Governance Committee and the new management.

4)  CG&BE promotions to the Board and management were prepared eight
    times in 2014 to update them with the latest information regarding
    CG&BE which will be beneficial to their duties in governing PTTEP’s
    businesses to comply with CG&BE. At the beginning of the Board’s
    meetings, the Chairman of the meeting would personally inform the
    members of new CG&BE issues regarding the duties and
    responsibilities of the Board as well as encourage directors to
    adhere to CG&BE.

5)  The E-Learning activity was developed for all management and
    employees to refresh their CG&BE knowledge, assess their level of
    CG&BE understanding, and monitor the efficiency of business ethics.
    The activity was also set on an online platform which everyone could
    access via computers, smartphones and tablets. There were a total
    2,737 management and employees participating and passing in the
    activity or equivalent 70 percent of the total number of management
    and employees. The result of this activity will be used as a part of
    the 2015 action plan.

The Corporate Secretary Division has a duty to report CG&BE promotion
activities of PTTEP on a quarterly basis to the Corporate Governance
Committee and the Board, who is responsible for the follow up and
evaluation of these reports. The objective is to allow the Board and the
Corporate Governance Committee to effectively keep track of the business
operations regarding CG&BE issues. Moreover, for continuous improvement,
the 2014 performance results regarding CG&BE will be used as an input to
develop the work plan for 2015, which has already been approved by the
Corporate Governance Committee.

9.13 Internal Controls

Internal control is one of the key foundations for PTTEP Group to
achieve the three objectives, namely, efficient and effective
operations, prudent use of resources and safeguarding of assets,
accurate, reliable, timely and transparent reporting while in compliance
with laws, rules and regulations as well as PTTEP Group’s policy and
procedure. The Group meanwhile acknowledges importance of an internal
control system by ensuring that there is an adequate and effective
internal control that suits our business and able to manage risk at
acceptable level.

Our internal control is based on the COSO Framework (The Committee of
Sponsoring Organizations of the Treadway Commission) and guidance of the
State Audit Commission. The framework comprises of the five components
as follows:

1)  Control Environment

PTTEP recognizes importance of the control environment. We perform our
businesses under the standards of good corporate governance in order to
meet our corporate objectives, of "Growth, Prosperity, Stability,
Sustainability and Dignity". We have designed the organization
structure, reporting line, and delegated authority within PTTEP Group,
where appropriate and distinct roles and responsibilities between the
Board and management to balance their authorities are applied.

Meanwhile, we also give importance to human resources management by
developing our own recruitment procedure, and development and retention
of management and employees which are most suitable to respond to the
Company’s business requirements.

2) Risk Assessment

PTTEP Group has implemented ISO31000 Risk Management Process which is
applied throughout the organization, including strategic planning,
investment and divestment, capital project management, and all business
processes. Risks from internal and external factors impacting PTTEP
Group’s objectives are identified, while their impact and likelihood are
assessed, mitigated by appropriate action plans and continuously
monitored.

3) Control Activities

PTTEP has efficient control activities that mitigate risks to the
acceptable levels which are appropriate for our business and
environment. These control activities are implemented through
regulations, policies, and working procedures which are reviewed and
improved consistently. There is a continuous development of the process,
including improving the general controls over technology to ensure that
controls are associated to our objectives. We also encourage our
employees to be aware of the importance of control activities as well as
related laws and regulations compliance to minimise fraud risks as well
as to prevent law violations.

4) Information and Communication

PTTEP provides accurate, complete, timely, accessible and sufficient
reporting of financial and non-financial information to support
effective decision making and the efficiency of internal control.
Moreover, the Group has exceled at both the internal and external
communication by establishing specific departments to effectively
communicate to all stakeholders. We have also set up a special channel
for communication to allow stakeholders to report any concerns or
pressing issues confidentiality.

5) Monitoring Activities

PTTEP continually monitors and evaluates whether controls are presented
and followed every year at both organization and process levels to
ensure that internal controls continue to be adequate for the current
environment and changing risk factors. Where there are areas for
improvement, action plans with responsible persons are established for
timely resolution. In addition, the Internal Audit Department evaluates
the internal control compliance regularly to ensure that operations are
still in alignment with the Group’s objectives, whereas the evaluation
results are reported to the Audit Committee on a regular basis.

More details on the results of the 2014 internal control adequacy
evaluation are disclosed in the “Internal Controls and Risk Management”
section.

9.14 Risk Management

The Board and management recognize the importance of strong and
effective risk management in pursuing PTTEP aspirations. Changes in
business environment are inevitable and may expose the Company to
certain business risks. Risk management is therefore considered the
responsibility of all personnel. We established a Risk Management Policy
that requires directors, management, employees, suppliers and
contractors to manage risk thoroughly and systematically to assure our
target achievement.

PTTEP has instituted a risk management framework that aligns with
ISO31000, an international standards for risk management. Risk
management practices are taken into account at various levels within the
organization, including corporate, function group, asset, division,
department, project, process and investment and divestment decision
making process.

The Risk Management Department is responsible for ensuring the adequacy
of the risk management system and its effectiveness across the
organization. Moreover, they are responsible for systematically and
effectively mitigating PTTEP’s exposure to risks, as well as monitoring
the results and periodically reporting them to management, the Risk
Management Committee, and the Board. On the other hand, the Risk
Management Department is also responsible or the cultivation of a
positive risk management culture throughout the organization.

15. Remuneration of Auditor

9.15.1 Remuneration of Auditor

(1) Audit fee

For the year 2014, PTTEP and its subsidiaries, both domestic and
overseas, had audit fees with the Office of the Auditor General and
other auditing firms for a total of USD 1.5 million.

(2) Non-Audit fee*

For the year 2014, PTTEP had a non-audit services fee with the Office of
the Auditor General for a total of USD 0.5 million. This fee was charged
for the preparation of Letters of Comfort for Offering Memorandums for
Subordinated Capital Debentures in aggregate principal amount of USD
1,000 million.

*Remarks: “Non-audit fee” - This terminology is commonly used by
Securities and Exchange Commission of Thailand (SEC reporting
requirement).

9.15.2 Summary of the Auditors’ Report for the Past Three Years
(2012-2014)

The Office of the Auditor General expressed an unqualified opinion in
the Auditors’ Report on the PTTEP consolidated financial statements for
the past three years.

9.16 Other Good Corporate Governance Practices

PTTEP places importance on governing our business operations with CG&BE
as well as best practices from international standards by integrating
them with our existing practices while also taking into account the
appropriateness and current business environment and the benefits for
the Company, shareholders and stakeholders. Some of the practices are
resulted from our continuous effort to surpass requirements of CG 2012
established by SET, such as follows:

1)  For an election of a director, each candidate must receive a vote of
    more than half of the total number of shareholders attending the
    shareholder meeting and casting their votes (majority vote) even if
    the number of candidates is equal to the number of director
    positions required from the election at the time.

2)  A director, who turns 70 years of age, is immediately disqualified
    to serve as a director of PTTEP.

3)  A director’s serving term cannot be more than three consecutive
    terms or nine years, without any exceptions.

4)  The total number of independent directors must not be less than half
    of the total number of directors.

5)  The right to attend a shareholder meeting must be carefully examined
    to ensure that granting of a proxy is conducted properly to not
    interfere with rights of shareholders who attend the meeting.

6)  Performance appraisals of the Board and the Sub-Committees are
    conducted with integrity using the Performance Evaluation Form and
    the Board Performance Target. Appraisals include an individual
    self-appraisal, an appraisal of the Chairman, and an appraisal of
    the Board and each Sub-Committee. Consequently, results of the
    appraisals are translated into plans for further performance
    improvements of the directors.

7)  In 2014, the Independence Directors Committee had four meetings to
    discuss and exchange opinions on significant and beneficial matters
    for the Company, shareholders, and minor shareholders. More details
    are disclosed in the “The Independent Directors Committee Report
    2014” part.

8)  Activities and knowledge regarding CG&BE are consistently being
    promoted and communicated to directors, management and employees
    through communication channels that are most effective and
    appropriate for each target audience. Meanwhile, activities have
    been developed to systematically gauge the understanding level, and
    a monitoring system has been put in place to improve the progress
    and results of the findings. More details are disclosed in the
    “Business Ethics” part.

PTTEP has also implemented the following practices.

1)  PTTEP has always placed importance on independency of the Chairman
    by setting it as the first priority for the Chairman nomination.
    However, if there are other reasonable and appropriate factors, we
    will also consider other fundamental attributes such as
    business-related knowledge and expertise, working experience, and
    leadership characteristics as well as performance appraisal results.
    This is to ensure that the Chairman governs the Company with full
    independency. Currently, the Company’s Chairman is an independent
    director. More details are disclosed in the “Independence of
    Chairman” part.

2)  PTTEP’s Articles of Association (AoA) stipulates that the number of
    PTTEP directors shall not be less than five but not greater than 15.
    As of December 31, 2014, the Company has 14 directors, while the
    search for another director is ongoing. This is in alignment with
    our AoA and the business environment of the petroleum exploration
    and production, which requires experts from numerous disciplines in
    order for directors to adequately and effectively monitor various
    areas of business operations. Currently, PTTEP has five
    Sub-Committees responsible for specific tasks as described in their
    respective regulations.

3)  The Board comprises directors representing a mix of balanced skills
    in several fields which are beneficial for the petroleum development
    and production business. Moreover, the Nomination Committee also
    places importance on candidates with diverse skills, experiences,
    expertise, and other qualifications during the nomination process to
    ensure that the Board composition is complete and most suitable to
    PTTEP Group. In addition, we also have a policy against gender
    discrimination.

4)  PTTEP determines that at least one member of the Audit Committee
    must possess adequate experience in or knowledge of finance and
    accounting to audit with reasonable assurance of the Company’s
    financial statements. Currently, all members of the Audit Committee
    possess all the aforementioned qualification. More details are
    disclosed in the “Audit Committee” part under the “Management
    Structure” section.

5)  According to the Budget Procedure Act B.E 2502, PTTEP, a state-owned
    entity, is required to assign the independent and reliable Office of
    the Auditor General of Thailand (OAG) to be the Company’s external
    auditor.

6)  Although PTTEP has free float ratio of less than 40 percent of the
    total paid up shares, the Company always places a great importance
    on protecting the rights of minority shareholders, by organizing
    several activities to periodically communicate information
    beneficial to minority shareholders as well as to gain acceptance
    from other external agencies. For example, we were recognized as an
    exemplary corporate in organizing the Annual General Meeting of
    Shareholders (AGM) for the year 2014 by successfully scoring 100
    percent in the AGM Checklist Assessment conducted by the Thai
    Investors Association.

7)  Due to the nonalignment with the PTTEP’s AoA and the law that
    requires half of all directors to constitute a quorum of the Board
    meeting, PTTEP does not have a policy determining the minimum number
    of members constituting a quorum of the Board meeting to be at least
    two-third of all PTTEP directors. In 2014, the majority of PTTEP
    directors however attended all the Board meetings. The importance
    placed on this issue is clearly reflected by the Company’s setting
    of the number of the Board meeting attendance to be one of the KPIs
    when evaluating the Board’s performance in the Board Performance
    Target. Moreover, before casting a vote in each agenda, the Chairman
    also allows an opportunity for all directors to have extensive
    inquiries and discussions.

8)  PTTEP does not have the Employee Stock Option Program (ESOP) for
    management. We however have established the Employee Joint
    Investment Program (EJIP) to allow management and employees to
    voluntarily purchase PTTEP stock every month throughout the
    five-year period, while the Company shall contribute an addition
    amount equal to the amount deducted from the payroll of eligible
    candidates on a monthly basis. All shares purchased each month are
    suspended from trading for three years from the date of acquiring.
    The objective of EJIP is to encourage management and employees to
    dedicate and be loyal to the organization as well as to create the
    sense of ownership in the long run.

9)  PTTEP does not have a policy requiring directors and senior
    management to report to the Board on their PTTEP stock trading
    activities at least one day in advance due to the fluctuation of the
    share price in the market. The Company however has established a
    policy regarding prevention of the use of internal information to
    prevent directors, management and employees from making use of such
    information for personal or others’ gains. All directors and senior
    management are required to report to the Board on their PTTEP stock
    trading activities. Moreover, the Company also has a silent period
    that prohibits directors and senior executives from trading PTTEP
    stock during specified periods which are usually around those prior
    to disclosures of significant information to the public.

10) PTTEP does not implement the cumulative voting system as our AoA
    prescribes that a director is elected using the majority vote.
    However, the Company has provided other mechanisms to protect the
    rights of minority shareholders such as allowing them to propose a
    director candidate in advance for considering at the nomination
    process.

11) PTTEP places high importance on distributing the invitation letter
    of the AGM prior to the meeting date to provide shareholders with
    adequate time to appropriately review the agenda. To ensure that the
    Company’s shareholders receive full benefits, such as rights to
    receive dividend payment, from the Company in a timely manner, the
    meeting is usually held in March every year. However, for the best
    interest of shareholders, the audit of PTTEP’s financial statements
    relatively takes more time than other companies due to the
    complexity of having international operations across various
    countries. Currently, we are able to distribute the invitation
    letter 16 days prior to the date of the Meeting, while we can
    publish the letter in the Company’s website at least 30 days in
    advance.

9.17 Awards and Recognitions for Good Corporate Governance

1)  Two awards from the SET Awards 2014

-   SET Award of Honor’s Top Corporate Governance Report Awards:
    The Awards were presented to listed companies with outstanding CG
    Report for the minimum of three consecutive years, taking into
    account reports issued by listed companies regarding their practices
    which are in compliance with CG 2012 of SET. To date, we have
    received this Award ten times since 2003.

-   Investor Relations Awards: The Awards were presented to listed
    companies with outstanding performance in the area of investor
    relations (IR), considering from the effort put in to demonstrate
    the importance of investor relations as well as the support and high
    level of involvement from the Board and management. Moreover, the
    number of IR-related activities as well as the completeness and
    timeliness of information disclosure was also taken into account.
    Currently, PTTEP has several channels of effective communication
    with our stakeholders. This is the second year for the Company to
    receive the Award.

2)  CSR Recognition Awards 2014 from SET: The Awards were presented to
    listed companies in appreciation for their commitment to operate
    businesses with social responsibility.

3)  An Outstanding Sustainability Report Award 2014 from SEC: This Award
    was in cooperation between SEC and the Thaipat Institute to
    encourage listed companies to publicize their Environmental, Social,
    and Governance (ESG) information which is useful for investors and
    stakeholders.

4)  2013 Thailand Quality Class Award from the Office of Thailand
    Quality Award, Thailand Productivity Institute

5)  Best Public Company 2014 Resources Industry Award from Money and
    Banking Magazine: The Award was presented to listed companies in SET
    with excellent performance and efficient management. PTTEP has been
    recognized with the Award for seven consecutive years.

6)  The Collective Action Coalition Certificate from the Collective
    Action against Corruption Commission (CACC): This certification was
    awarded to the company which CACC has evaluated to have complete and
    efficient policies and procedures regarding anti-corruption in four
    aspects. These are, namely, (1) policy formulation, (2) policy
    implementation plan, (3) monitoring procedures to ensure effective
    implementation, and (4) reporting process to the public including
    communication training plans for employees and other related
    stakeholders. PTTEP is one of the first blue chip companies in
    Thailand which has been certified from CACC out of more than 300
    companies that have expressed their intentions to fight against
    corruption.

7)  Best IR in Energy Sector 2014 for the second consecutive year and
    “Best IR by a CFO 2014” for the first time by IR Magazine: These
    Awards were presented to the companies which have demonstrated
    outstanding performance in IR activities in Southeast Asia,
    including timeliness, consistency, and transparency of information
    disclosure as well as variety and efficiency of available
    communication channels. The Awards’ criteria also included corporate
    governance, sustainability practices, and corporate communication to
    the investment community as well as arrangement of IR-related
    activities, and a strong support and involvement from the
    management. The Awards were based on the votes received from more
    than 400 buy-side and sell-side respondents from the investment
    community, covering international analysts and portfolio managers
    across Asia.

8)  The Asset Platinum Corporate Awards from the Asset Magazine: These
    Awards were presented to the extraordinary companies which have
    continuously demonstrated excellent performance in five aspects of
    businesses, namely, finance, corporate governance, social
    responsibility, environmental responsibility and investor relations.

9)  The Asian Corporate Director of the Year Award from Corporate
    Governance Asia Magazine: This Award recognized outstanding
    corporate directors from boards of public and private organizations
    in Asia, who have been leaders in leading their boards and executive
    management to growing of their companies. Moreover, PTTEP received
    the 10th Corporate Governance Asia Recognition Awards from the CG
    Asia Magazine. The Award was presented to those extraordinary listed
    companies which have continuously operated their businesses under
    the principles of good corporate governance. 

10) Asia’s Best CEO (Investor Relations) Award, Asia’s Best CFO
    (Investor Relations) Award, Best Environmental Responsibility Award,
    Best Investor Relations Company Award: These Awards were presented
    to Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
    who demonstrated excellence in creating shareholder values through
    upholding the highest standards of corporate governance and business
    ethics. As for the Best Environmental Responsibility Award, it was
    presented to PTTEP for our outstanding practices in environmental
    responsibility, while the Best Investor Relations Company Award was
    presented to the Company for our exceptional performance in investor
    relations.

11) The Best CEO Award and the Best CFO Award from the Investment
    Analysts Association: These Awards were presented to CEO and CFO of
    the listed companies which have demonstrated management excellence
    in disclosing information in a consistent, timely, insightful,
    accurate, and concise manner, as well as to those who possess high
    knowledge in their respective industries and those who have managed
    businesses with good corporate governance and business ethics.

12) The Best Strategic Corporate CSR and Best Senior Management IR
    Support in Thailand from Alpha Southeast Asia Magazine: The Awards
    were presented to PTTEP for receiving votes from more than 400
    investors, fund managers, and analysts across Asia, Europe and USA.

13) The Global CSR Award 2014, Gold Level, in the category “Best
    Community Program Award” from the Pinnacle Group International
    Singapore: PTTEP’s winning entry was the “Flare Gas Utilization for
    Local Agricultural Product Processing” Project which develops flare
    gas utilization facility to provide substitute fuel for local
    communities to use as cooking gas in agricultural product
    processing. This Project helps communities to alleviate poverty by
    raising their incomes.

9.18 Reports of the Sub-Committees

9.18.1 The Corporate Governance Committee Report 

PTTEP places great importance on the adherence of the Good Corporate
Governance and Business Ethics of PTTEP Group (CG&BE) for our business
operation and has therefore continuously improved it. The Board has
assigned the Corporate Governance Committee, which consists of at least
three independent directors, to govern and ensure that CG&BE are in
compliance with across the organization.

During the year, the Committee held seven meetings and the majority of
the incumbent members attended every meeting. The results of the
meetings can be summarized as follows:

1)  Assessed and reviewed CG&BE to be in compliance with the laws,
    international practices, leading companies’ practices, and
    recommendations of other institutions. All results were submitted
    for the Board’s approval.

2)  Governed PTTEP to have an effective anti-corruption mechanism in
    place by assessing and reviewing the completeness and efficiency of
    related policies and procedures as well as by ensuring that the
    Company received the certification from CACC on July 4, 2014.

3)  Promoted business operations of PTTEP Group and performance of the
    Board, management and employees to be in line with CG&BE by
    monitoring and providing recommendations on CG&BE-related activities
    to be organized to enhance knowledge and understanding of CG&BE, as
    well as on the complaints received through the CG Hotline channels
    on a quarterly basis. Moreover, the Committee also followed up on
    the management’s implementation plan in response to the feedbacks
    provided on the CG Visit. The Committee also regularly participated
    in and emphasized on the significance of CG&BE to management and
    employees.

4)  Established CG reporting guidelines to be in accordance with the
    principles of SET with the objective to incorporate the CG Report to
    be a part of the PTTEP Annual Report for all stakeholders.

5)  Monitored and provided recommendations on the implementations to be
    in line with the Corporate Governance Report of Thai Listed
    Companies 2014 and reported the results to the Board for
    acknowledgment or consideration (as the case may be).

6)  Reviewed and provided recommendations relating to PTTEP’s
    procurement management before the management proposes the matter to
    the Board for approval. The Committee also reviewed and evaluated
    strategy, criteria, and consideration process relevant to the
    decision-making processes of procurement from projects across PTTEP
    Group as well as monitored and evaluated the results of our
    recommendations in order to help govern and support the procurement
    process to be effective and in compliance with CG&BE.

7)  Provided recommendations on and monitored PTTEP’s Corporate Social
    Responsibility (CSR) performance and work plan to further help CSR
    activities of the Company to create values to communities and
    societies in the long-run.

The Corporate Governance Committee reported minutes of all meetings to
the Board on a regular basis. In 2014, the Committee abided by its
assigned tasks, according to the Charter for the Corporate Governance
Committee B.E. 2548 and its amendment with prudence, competence and
independence. It properly provided straightforward opinions for optimal
benefits of PTTEP, shareholders, and other stakeholders.

Admiral Tanarat Ubol

(Tanarat Ubol)

Chairman of the Corporate Governance Committee

9.18.2 The Audit Committee Report 

The Audit Committee of PTTEP consists of three independent directors who
have a considerable amount of knowledge, expertise and experience in
economics, finance, and law. The Audit Committee is chaired by Mr. Ampon
Kittiampon, with Mr. Achporn Charuchinda and Mr. Sethaput
Suthiwart-Narueput as other members of the Committee. All members are
knowledgeable and experienced in reviewing financial statements.

In 2014, the Audit Committee has performed its duties, as assigned by
the Board, in accordance with PTTEP regulations, the Audit Committee
Charter, and other relevant regulations of SET. During the year, the
Committee conducted 10 meetings with management, the PTTEP’s internal
and external auditors. Duties performed during 2014 by the Audit
Committee are summarized below.

1.  Reviewing of financial reports

The Audit Committee reviewed PTTEP’s quarterly and annual financial
statements together with management and the external auditor, which is
the Office of the Auditor General of Thailand (OAG). The Committee
inquired, commented and provided recommendations to management on the
financial statements to ensure that these statements were complete and
accurate, in compliance with accounting standards, including the
International Financial Reporting Standards (IFRS), as well as to ensure
that these statements were sufficient and followed through with a timely
disclosure of all significant matters.

In addition, the Audit Committee also provided recommendations on PTTEP
Management Discussion and Analysis (MD&A) regarding clear information,
analysis on business performance and potential risks on the Company’s
operation. The Committee also identified operational plans to cope with
domestic and international environments.

2.  Reviewing of the internal control system

The Audit Committee reviewed PTTEP’s internal control and internal audit
systems to ensure their adequacy, appropriateness and efficiency. The
Committee also encouraged the Company to implement preventive controls
such as providing recommendations to management on an improvement of the
due diligence process carried out by the Investment Committee. This is
to ensure that our operations are sufficiently effective to support the
Company’s ongoing expansion plan.

3.  Reviewing of connected transactions or transactions with potential
    conflicts of interest

The Audit Committee reviewed connected transactions or transactions with
a potential conflict of interests, to ensure their rationality and
optimal benefits for PTTEP and our shareholders, especially minority
shareholders. Although there are connected transactions with our major
shareholders carried out during the year, the Committee remained
impartial by also taking into account on benefits of our minority
shareholders when considering such transactions. The Committee also
reviewed the disclosure of such information to ensure accuracy and
completeness.

4.  Examining compliance of laws and related regulations

The Audit Committee reviewed the performance of PTTEP and our
subsidiaries regarding the compliance with the securities and exchange
laws, SET regulations, and other laws related to the business. The
Committee acknowledged the compliance report relating to our business
operations as reported by the Compliance Department as well as other
compliance audit results as reported by the Internal Audit Department.
The Committee also provided support to the Compliance Department through
recommendations in an effort to increase the effectiveness of our
compliance process. 

5.  Conducting oversight of internal auditing

The Audit Committee approved the annual audit plan of the Internal Audit
Department which aligns with the key risks and direction of PTTEP. The
Committee reviewed audit results for both in-house audits and joint
venture audits, considered major audit issues, and regularly monitored
management to follow up on action plans to resolve the issues which
might have arisen from internal operations (for In-house audits) and
external operators (for joint venture audits).

The Committee also considered a revision of the Audit Committee Charter,
approved the Audit Charter, appraised the annual performance of the
Chief of the Internal Audit Department, and endorsed the budget and
workforce requirements of the Internal Audit Department.

6) Nominating of/Meeting with the External Auditor

The Audit Committee considered and nominated OAG to continue to serve as
our external auditor and also decided upon the audit fees for the year
2014. During the year, the Committee had two meetings with OAG and the
Internal Audit Department in the absence of PTTEP’s management to
acknowledge the approach and audit plan of OAG as well as other auditing
problems or obstacles faced during the audits for future improvements.

7) Fulfilling other oversight roles

7.1) Anti-Corruption practices

In 2014, the Audit Committee performed an important role in the
oversight of PTTEP Anti-Corruption Policy and procedure by reviewing and
evaluating their completeness and effectiveness. In this regard, PTTEP
has been certified as a member of Thailand’s Private Sector Collective
Action Coalition against the Corruption Council (CAC) on July 4, 2014.

7.2) Economic forecast review

The Audit Committee provided recommendations to management to consider
the global and domestic economy which affect the risk level of overall
investment and strategy of PTTEP to ensure the optimal benefits for the
Company. Examples of such risks include foreign exchange rate, oil price
volatility, political situation in Syria and Iraq (ISIS & ISIL), EBOLA
outbreak, and natural disaster.

The Audit Committee performed its duties with prudence, while making
practical recommendations and suggestions to promote PTTEP Good
Corporate Governance for the protection and optimization of the
interests of our shareholders and other stakeholders. The 2014
performance of the Audit Committee was assessed by completing a
self-appraisal, and an assessment by the Board and related units. The
Audit Committee received the “Very Good” grade for its performance.

Opinions of the Audit Committee regarding the results of its duties
performed in 2014 are summarized as follows:

-   PTTEP’s accounting system and financial reports were accurate and
    reliable and were disclosed in a complete, sufficient and timely
    manner.

-   PTTEP’s internal control systems were adequate, appropriate, in
    compliance with related laws and regulations, and have been
    continuously improved to suit the Company's businesses at the
    present and in the future.

-   OAG was independent and experienced in auditing PTTEP’s financial
    reports to ensure accuracy and reliability.

-   Based on reviews of PTTEP’s connected transactions or transactions
    with potential conflict of interest, the Audit Committee regarded
    the Company’s disclosure of such information as being accurate and
    complete. Conditions and prices related to the transactions were
    fair and appropriate, and approved by the management and the Board
    prior to their execution.

Ampon Kittiampon

(Mr. Ampon Kittampon)

Chairman of the Audit Committee

9.18.3 The Nominating Committee Report 

PTTEP’s Good Corporate Governance requires the Nominating Committee to
consist of at least three directors where most of the Committee members
are independent directors. They are obligated with responsibilities as
specified in the Nominating Committee Charter during their three-year
service term.

The current Nominating Committee’s term extends from June 28, 2012 to
June 27, 2015. As of December 31, 2014, the members of the Nominating
Committee consisted of Mr. Nuttavudh Photisaro (Independent Director) as
the Chairman, while Mr. Manas Jamveha (Director) and Colonel Nimit
Suwannarat (Independent Director) serve as the two remaining members. In
2014, the Committee has performed our duties, as assigned by the Board
of Directors in the Nominating Committee Charter with prudence, full
competence, and independence. The duties and responsibilities of the
Committee involved preparation of candidate lists when there is a
vacancy due to retirement by rotation or other reasons, where this
proposal is to be presented to Board of Directors or the annual general
shareholders’ meeting. Moreover, the Nominating Committee has also been
responsible for considering a qualified director to be the Chairman or a
member of each Sub-Committee. Other duties included the review of Board
Performance Target and performance appraisal form of the Board,
Chairman, Sub-Committees, President and Chief Executive Officer (CEO),
as well as the revision of the Charter.

In 2014, the Nominating Committee has convened five times, where its
members with vested interests were accordingly abstained on relevant
agendas. The Corporate Secretary, who also acted as the secretary to the
Committee, was present at every meeting where all results of the
meetings were reported to the Board of Directors for acknowledgement.

PTTEP has disclosed its detailed principles and procedures for
nomination of directors as well as the President and CEO in the annual
report.

Nuttavudh Photisaro

(Mr. Nuttavudh Photisaro)

Chairman of the Nominating Committee

9.18.4 The Remuneration Committee Report 

The Board appointed the Remuneration Committee which mainly consists of
independent directors. The Remuneration Committee is chaired by an
independent director. Its responsibility is to consider appropriateness
of remuneration for the Board, Sub-committees, President and Chief
Executive Officer, as well as the salary structure of senior executives.
The underlying principles, procedures and structure are fair and
reasonable.

The current Committee, whose term is from June 28, 2012 to June 27,
2015, consists of Mr. Achporn Charuchinda (Independent Director) as the
Chairman, Admiral Tanarat Ubol (Independent Director) and Mr. Pailin
Chuchottaworn as the members. Mr. Achporn Charuchinda replaced Mr.
Athapol Yaisawang as the Chairman, while Admiral Tanarat Ubol replaced
General Pornchai Kranlert since September 25, 2014.

In 2014, the Remuneration Committee has convened one time to perform its
duties and to achieve its role and responsibility with prudence and
independence, as designated by the Board in the Remuneration Committee
Charter. All members of the Remuneration Committee attended the meeting,
and results of all the meetings were report to the Board, which included
the following issues.

1)  Reviewing of remuneration for the Board and Sub-Committees

The remuneration was based, by 50 percent, on their performance and on a
whole-board basis according to the 2014 Board’s self-appraisal form and,
by 50 percent, on their performance in comparison to key performance
indicators according to the Board Performance Target set by the
Nominating Committee since late 2012. Other factors taken into
consideration included corporate performance results, remuneration of
other comparable listed companies, duties and responsibilities required
and the overall economic situation. The underlying principles or
procedures and structure were fair and reasonable.

2)  Reviewing of remuneration for President and Chief Executive Officer

The remuneration was based on fair and reasonable principles or
procedures and structure regarding regard to duties and responsibilities
of the President and Chief Executive Officer as well as the Company’s
annual performance.

The Remuneration Committee performed its role in a transparent, fair and
reasonable manner. For the stakeholders’ confidence, details of the
remuneration of the Committee are disclosed in the annual report.

Achporn Charuchinda

(Mr. Achporn Charuchinda)

Chairman of the Remuneration Committee

9.18.5 The Risk Management Committee Report

The Risk Management Committee consists of five members, two of which are
independent. Mr. Nuttachat Charuchinda is the Chairman of the Committee,
while Mr. Chakkrit Parapuntakul, Mr. Chavalit Pichalai, Mr. Sethaput
Suthiwart-Narueput, and Colonel Nimit Suwannarat are members of the
Committee.

The Risk Management Committee members performed their duties and
responsibilities as assigned by the Board, according to the Risk
Management Charter. During 2014, the Committee held nine meetings which
resulted in the followings.

1) Promoted and embedded the risk management culture through all
employees and risk owners within the organization.

2) Considered risk factors that impacted corporate strategy and
objective. PTTEP conducted extensive qualitative and quantitative
evaluation of the Company’s Corporate Risk Profile. The Risk Management
Committee was able to provide constructive insight and direction on how
to mitigate risks as well as to oversight over the mitigation progress.
Key Risk Indicators (KRI) were established to provide early warning for
corporate risks which could prevent the organization from achieving our
goal with quarterly monitoring. Financial risk management and oil price
risk management guidelines were set up and monitored closely from the
beginning of the year in order to minimize the impact on the Company’s
net income.

In 2014 the Committee also focused on Safety Security Health and
Environment (SSHE) especially due to the nature of our exploration and
production, in which there are construction activities conducted both
onshore and offshore to ensure production startup from Zawtika Project
in the Republic of the Union of Myanmar where potential accidents may
occur. The Company however was able to manage these risks and maintain
our safety record in the top quartile among the E&P companies.

3) Evaluated and authorized appropriate measures to manage and mitigate
critical risks to PTTEP at the strategic level, while providing
oversight over new investments, mergers and acquisitions, extension of
concession, entering into new commitment phases, divestment. Examples
include new investment in Brazil, withdrawal from the Republic of Kenya,
and additional investment in the Myanmar M11 Project.

4) Considered and screened of the Company’s corporate strategic plan,
five-year investment plan (2015 – 2019), 2015 annual budget, key
performance indicators, and relevant risks associated to declining oil
price at the end of the year. The Committee advised action to adjust
work plan and budget, including preparation of provisional plan in
response to low oil price conditions.

5) Considered and approved the amendment of the Risk Management
Committee Charter in 2014, making it more suitable and responsive to the
ongoing events.

6) Provided guideline and monitored the Business Continuity Management
(BCM) process which is a part of the Committee’s oversight
responsibilities to effectively and efficiently manage risk to ensure
that the Company is prepared in case of an emergency or crisis. An
example of this is the Bangkok Shutdown at the beginning of 2014 when we
were able to continue to conduct our business activities without any
interruptions.

The Risk Management Committee reported our findings to the Board on a
regular basis.

Security of Thailand’s energy supply is another matter which the
Committee has emphasized and considered as an important part of the
Company’s mission. An example of this would be the impacts of a decrease
in gas production from the Yetagun Project. In this given situation, the
Committee’s advice was to compensate the shortfall by a short-term
supply from other projects, while cooperating closely with PTT to ensure
minimal impact to the country’s energy supply.

In summary, it is our view that the Committee had performed our duties
in 2014 prudently, competently, and independently with knowledge and
capability consistent with good corporate governance, while providing
candid views to all parties for the benefits of PTTEP, shareholders, and
stakeholders.

Nuttachat Charuchinda

(Mr. Nuttachat Charuchinda)

Chairman of the Risk Management Committee

9.18.6 The Independent Directors Committee Report

The policy and qualification of the independent directors are stated in
the Good Corporate Governance and Business Ethics of PTTEP Group and the
Independent Committee Charter, which, in turn, defines the duties and
responsibility of the Committee. Roles of the Committee are to oversee
and make recommendations independently on the corporate management to
ensure and protect the overall interests and benefits of the Company’s
major and minority shareholders. The Committee also reviews PTTEP’s
compliance as well as the independent directors’ own definition to be
appropriately and completely in line with the related laws as well as
regularly updating the Charter.

The Independent Directors Committee consists of eight independent
directors out of 14 directors from the Board, a selection ratio which is
more stringent than the Securities and Exchange Commission’s
requirement. Below is the list of the current Committee’s members.

1)  Mr. Prajya Phinyawat Chairman

2)  Admiral Tanarat Ubol Deputy Chairman

3)  Mr. Ampon Kittiampon Member

4)  Mr. Achporn Charuchinda Member

5)  Mr. Nuttavudh Photisaro Member

6)  Colonel Nimit Suwannarat Member

7)  Mr. Piti Tantakasem Member

8)  Mr. Sethaput Suthiwart-Narueput Member

In 2014, the Committee has convened four times to perform and fulfill
its duties and to achieve its duties and responsibilities. All incumbent
members attended the meetings, while those members with vested interests
were accordingly abstained from relevant agendas in order to complete
the assigned tasks with prudence, competence and independence. The
Committee reported minutes of all meetings to the Board on a regular
basis, and the results of the meetings can be summarized as follows:

1)  Reviewed and revised the Independent Directors Committee Charter to
    be in line with the Good Corporate Governance principle and
    disclosed the performance of the Independent Committee in the annual
    report.

2)  Reviewed the principle of the Independent Director Committee of
    PTTEP to be in line with rules, regulations, and international
    practices of leading companies, ensuring that it is completed and
    update.

3)  Scheduled meetings of the Independent Director Committee for 2015.

4)  Commented, recommended and followed up on important issues of PTTEP
    management in which the management further took actions accordingly
    and reported to the Board.

5)  Provided recommendations with independence and made inquiries in the
    Board meetings, regarding particularly connected transactions
    between PTT and PTTEP to protect the interests and rights of the
    Company’s minority shareholders. The Committee also ensured prudence
    of the meetings by not allowing any directors who had a conflict of
    interest to vote or participate in the meeting during the agenda.
    This was to allow the remaining directors to openly discuss the
    issue without interference as well as to make the decision
    independently for benefits of PTTEP, while protecting the rights of
    the Company’s shareholders, especially the minority, and other
    stakeholders;

6)  Provided opinions and views at the Board meetings, as well as
    requesting that all the minutes be recorded. Moreover, should a
    director be absent from a Board meeting and have a differing
    opinions on any of the resolutions, the director was allowed to
    afterward provide his or her opinions to the Chairman of the
    Independent Directors Committee.

The Independent Directors Committee has performed its duties by
providing recommendations and views on significant matters which are
beneficial to the Company, investors and minority shareholders with
independence, transparency, and without any hidden interests in order to
assist the Board to perform with highest efficiency and effectiveness.

Prajya Phinyawat

(Mr. Prajya Phinyawat)

Chairman of the Independent Directors Committee

10. Corporate Social Responsibility

10.1 Operational Policy towards Responsibility for the Society and the
Stakeholders

PTTEP commits to the vision to become a leading Asian E&P company,
driven by technology and green practices, creating sustainable values
for all of the stakeholders.

The Company has developed the Sustainable Development Policy, also known
as the G.R.O.W.T.H Policy, to be adopted across the entire organization.
The purpose is to demonstrate the Company’s definite objective and
determination to overcome all of the challenges towards developing and
becoming a sustainable organization (For the Sustainable Development
Policy, see the Company’s website).

The Company has also developed the Sustainable Development Guideline
underlying various aspects which are important to sustainability of the
organization, in an effort to establish understanding to ensure that all
the functions are in line with one another. Harmony in respect to social
responsibility among the divisions is also established by having them
operate with policy accordingly to international standard policies such
as ISO 26000, Safety, Security, Health, and Environment (SSHE) policy of
the International Association of Oil & Gas Producers (IOGP), and the
Universal Declaration of Human Rights (UDHR).

As for the Company’s responsibility towards the stakeholders, PTTEP has
designated each division to have its own separate responsibility and
participation programs as they are involved with different groups of the
stakeholders.

For details, see the PTTEP Sustainability Report 2014.

10.2 Operation and Reporting

PTTEP has adopted the Global Reporting Initiative (GRI) which is one of
the world’s most prevalent standards for sustainability reporting to
provide information regarding the Company’s economic, environmental, and
social and governance performance. Information about the Company’s
capability to reduce greenhouse gas emission, for example, is included
in the report. The high standard allows PTTEP to monitor its
sustainability effectively and comparably to those of the Company’s
financial management. The report and its indices have also reflected and
been incorporated into other parts of the Company’s business. This
ranges from business planning, corporate risk assessment, internal
control process, internal auditing, monitoring and reporting of the
Company’s performance. In 2014, all of the indices have been on the
targets.

PTTEP also has another report dedicating specifically to sustainability.
The report is of a standard comparable to the GRI’s sustainability
reporting and the report required in auxiliary of the oil and gas
industry. The Company’s sustainability reporting also demonstrates our
continuous effort in fulfilling the ten principles of the United Nations
Global Compact (UNGC) as well as other respectable reporting standards
of the oil and gas industry. The Company discloses the information
regarding sustainability as it is vital for stakeholders to decide for
themselves of the Company’s future.

For details, see the PTTEP Sustainability Report 2014.

10.3 Impacts of Business Operation on Social Responsibility

None

10.4 Projects and Activities for Benefits of the Society and the
Environment (After Process)

PTTEP believes that, for a business to be sustainable, the society and
the environment in which it situates and operates must also be
sustainable. Therefore, in addition to the general management of our
business projects and their own sustainability, the Company also
emphasizes on other types of projects and activities which lead to
sustainable development of the society and the environment.

We learn from our experiences how to initiate new projects and organize
activities effectively for further development. The Company has divided
our projects and activities into four themes, namely, basic needs,
education, environment, and culture & sports.

In 2014, the Company focuses on the Reforestation Restoration Project
for
Eco-learning at Sri Nakhon Khuean Khan Park in response to social and
environmental issues in challenging the sustainable development.
Meanwhile, the reforestations of 200,000-rai area are continuously
implemented. The “PTTEP GREEN UP” Project (the Reforestation Employee
Engagement Campaign) has also been promoted to create more social
responsibility awareness of the employees, their family members, and
stakeholders who were invited to participate in the project’s
activities.

For details, see the PTTEP Sustainability Report 2014.

11. Internal Controls and Risk Management

11.1 Board of Directors’ Evaluation on PTTEP Group’s Internal Controls

PTTEP consistently recognizes the importance of the risk management and
internal control. The Management appoints the Internal Control Section
to assess the adequacy and effectiveness of internal control, whereas
the Board of Directors appoints the Audit Committee to provide oversight
to ensure that the internal control supports the achievement of business
operations, accurate and reliable reporting, and compliance according to
laws and regulations.

At the Board of Director Meeting No. 3/2015/390 on February 26, 2015, in
which the Audit Committee was also in attendance, the Board endorsed the
Audit Committee’s report on the adequacy of internal control system of
the Company. The report states that PTTEP and its subsidiaries designed
and followed the internal control system adequately in order to minimize
key risks potentially harmful to the Company’s operations, and once
control deficiencies are detected, they will continuously be improved to
suit the current and future businesses as well as to comply with related
laws and regulations. The Audit Committee also provides the following
suggestions.

-   To place importance on the prevention of fraud by having internal
    controls in place in order to monitor and report fraud to
    management.  In addition, further preventive measures should be
    developed to prevent inappropriate acts from reoccurring. Having
    these measures in place helps to create a corporate culture that
    openly communicates such acts without reluctance.

-   To enhance use of information system to support internal controls.
    The system should be sufficiently flexible so that it can be readily
    improved and modified in case of a shortfall. The system should also
    be continuously developed to stay in line with changes of the work
    process.

In addition, the auditor of PTTEP’s and its subsidiaries’ 2014 financial
statements from the Office of the Auditor General has assessed the
effectiveness of the Company’s internal control system, according to the
auditing standards and the rule of State Audit Commission governing the
formulation of internal control standard, B.E. 2544. The auditor
identifies that the Company has designed, implemented, and maintained
internal control system which effectively takes into account the
business risks and closely follows the established objective of good
internal control practice.

The assessment result of the internal control covers five key components
according to the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

1. Control Environment

PTTEP Group has an efficient and adequate control environment which
helps to promote and embed ethics into the Company’s culture. The
Company also has a clearly defined organizational structure and job
responsibilities which can be summarized as follows:

-   PTTEP Group operates its business under the Good Corporate
    Governance and Business Ethics of PTTEP Group (CG&BE). Written
    policy is formulated with an annual review for possible amendment
    and assessment of conformance to the policy. All management and
    staff are required to sign as evidence of acknowledgement and to act
    accordingly. Moreover, CG&BE is communicated to the directors,
    management, and employees on a regular basis through various
    training courses and activities; for example, CG&BE course for new
    management and employees, e-learning for all employees, CG&BE
    workshop for a number of business units, and etc.

-   PTTEP Group has established a clear segregation of duties between
    the Board of Directors and the management. The Board’s task is
    oversight and not involved with day-to-day operations which are the
    management’s responsibility. In this manner, there is a balance
    between the role of oversight and the role of carrying out
    day-to-day tasks. The Board of Directors delegates their powers to
    the management through the group’s regulations, appropriately
    ensuring flexibility and efficiency in the operation.

-   The organization structure is appropriately designed with high
    flexibility and efficient collaboration and suitable for exploration
    and production business as well as Internal Control principle, e.g.,
    segregation of duties, and check and balance. Meanwhile, reporting
    lines, authorities and responsibilities are also clearly defined.

-   There are clear human resource management policies in place such as
    manpower planning, recruitment, and compensation. PTTEP Group also
    considers competency development as a high priority; the individual
    competency development plan (ICDP), succession, rotation and
    promotion plans are thoughtfully put in place as a result. The
    committee is established to ensure proper development and growth of
    staff which can effectively support and respond to PTTEP Group’s
    business requirement. PTTEP also conducts employee engagement
    surveys in order to develop improvement plans to increase employee
    satisfaction and engagement.

-   Management and staff understand and are aware of the importance of
    having an adequate and relevant internal control. In 2014, the
    Internal Control Section organized trainings for all staff levels as
    guided by COSO.

2. Risk Assessment

PTTEP Group promotes the importance of risk assessment. In the year
2014, we achieved full score in Dow Jones Sustainability Index (DJSI)
World Oil and Gas Industry’s in the area of Risk Management. The key
contents are as follows:

-   Risk Management Committee is appointed to be responsible for
    determining risk management policy and framework of the Company.
    This includes governing and supervising risk management to ensure
    successful achievement of activities both at the corporate-wide and
    at the project level. The Committee convened 9 times in 2014 and the
    results of the meetings were reported to the Board of Directors.

-   Risk management policy, standard and guideline are put in place,
    emphasizing that risk management is the responsibility of the
    directors, management, and all employees, including PTTEP Group’s
    contractors, which must follow to achieve the Company’s business
    objectives.

-   Risk management is applied throughout the organization including 1)
    Strategic Planning and Management which assesses risk profiles at
    every corporate level, i.e., corporate, function groups, divisions,
    departments, and assets/projects, 2) Investment and Divestment
    decision making, 3) Capital Project Management, and 4) Business
    process management. The Company assesses the risks from both
    external and internal factors as well as evaluates the impact and
    likelihood of those risks. Mitigation plans are developed and then
    executed to reduce the level of risk through different measures,
    e.g., establishing of the Operational Risk Committee which
    specifically manages technical and safety risks. The Operational
    Risk Committee also provides support to different projects in order
    to enhance efficiency of their operations. In 2014, the Operational
    Risk Committee convened 10 times. PTTEP Group also assesses and
    closely monitors the Key Risk Indicator (KRI) which is thoughtfully
    designed to provide an early warning of risks that potentially might
    prevent the Company from achieving its business objectives.

-   SAP GRC is implemented to systematically keep track and records of
    risk management as well as to monitor risks and mitigation plans.

-   Risk management has been communicated consistently through several
    channels and activities such as establishment of “Stay Smile”
    booklet which is used to communicate with all staff through
    user-friendly animation the concepts of Risk Management, Business
    Continuity Management (BCM), and Internal Control. To further
    supplement this, floor-visit and workshops are also arranged to all
    business units to provide guidance on how to utilize the risk
    management tools effectively and efficiently.

  Details of risk management are disclosed in the “Risk Factors” part.

  3. Control Activities

The objective of control activities is to ensure that PTTEP Group’s
businesses are systematically and efficiently operated as well as that
risks can be appropriately managed. PTTEP Group’s control activities as
follows:

-   PTTEP Group has an explicit and extensive set of written regulations
    and policies as well as how to effectively operate them, namely,
    CG&BE, Human Resources Management Regulation, Budgeting, Finance and
    Accounting Regulation, General Procurement Regulation, Procurement
    for Exploration and Production Regulation and Reporting,
    Whistleblowing Regulation and Investment Project Management
    Regulation. In addition, there are charters that specifically govern
    all of the five committees, namely, the Audit Committee, the
    Remuneration Committee, the Nominating Committee, the Risk
    Management Committee, and the Corporate Governance Committee. These
    regulations and charters are the frameworks that define the scope
    and authority of directors and management.

-   The Cost Efficiency Committee is appointed to consider initiatives
    for cost efficiency purpose.

-   The Investment Committee’s roles and responsibilities are reviewed
    to ensure that investment and divestment processes such as due
    diligence activities lend themselves to a more efficient investment
    decision.

-   The Procurement Committee’s authorities and responsibilities are
    revised according to the Procurement for Exploration and Production
    Regulation to enhance the decision-making process.

-   PTTEP Group continuosly develops and reviews business processes such
    as Land, Building and Movable Asset Management Procedure, Reference
    Price Guideline, and Invoice Payment Management System to ensure
    that current processes are efficient and that all necessary controls
    are put in place, thereby keeping acceptable risk level all in
    check. PTTEP also develops the Segregation of Duties (SoD) guideline
    to improve the access rights of SAP.

-   PTTEP Group ensures that we strictly follow all laws and regulations
    through various activities such as training of new laws, launching
    of e-learning program on anti-corruption to all employees, and
    updating the Legislation Database. The activities also include
    monitoring and providing suggestions to prevent non-compliance
    cases.

-   IT Steering Committee is appointed to further efficiency and
    effectiveness in the management of information technology and align
    IT roadmap with corporate strategy. In addition, PTTEP has developed
    general controls over technology consisting of infrastructure and
    security management such as classifying confidential data types in
    order to limit access rights, data transferring and data
    registration.

-   Delegation of Authority and Signatures (DAS) is reviewed and
    updated. The measure clearly specifies the management’s authority
    and authorized budget approval amount to support flexible day-to-day
    business operations, while ensuring appropriate segregation of
    authority according to the internal control guideline.

-   PTTEP Group emphasizes importance of preventing conflict of
    interests. Transactions of major shareholders, directors, management
    or related persons have to be verified by the Audit Committee.
    Directors, management and employees shall not be involved in any
    activities potentially leading to a conflict of interest and shall
    treat the Group’s interests with priority and transparency.

-   PTTEP appropriately manages subsidiaries and associated companies by
    appointing both management and employees to also jointly work the
    parts in these entities. On the other hand, procedures for managing
    and governing international assets are established by corporate
    functions, whereas, for joint ventures, there are units specifically
    assigned with responsibility to manage and audit each project.

  4. Information and Communication

PTTEP has set up an efficient and effective information and
communication channels for both internal and external communication as
follows:

-   PTTEP provides the Board of Directors with complete and ample
    information in advance with clearly outlined objectives of the
    presentation in order to allow the Board to study and understand
    ahead of the decisions.

-   Business Ethics regulations specifiy the use and protection of the
    Company’s information and assets. In addition, the Document Control
    Policy is established to ensure that the documents are properly
    managed and categorised. Confidential information is considered to
    be intended for the PTTEP Group’s internal use only and solely for
    the duties and responsibilities assigned.

-   Effective and efficient internal and external communication channels
    are firmly put in place. Employees receive information via intranet,
    email, and through meetings in order to ensure that they can
    effectively coordinate their work closely among themselves to
    achieve all assigned tasks. For external communication, PTTEP has
    business units, e.g., Investor Relations, Corporate Communication,
    Corporate Governance and Shareholders’ Rights to disclose to all
    stakeholders of accurate, complete, sufficient, and timely
    information.

-   PTTEP provides accurate and truthful facts about energy via “Energy
    Fact” to both employees and public.

-   PTTEP has established special communication channel for employees or
    external individuals to discretely report violation of laws,
    regulations, rules and other wrongdoings. This channel is
    established with an explicit written document within the Reporting
    and Whistleblowing Regulation.

  5. Monitoring Activities

PTTEP monitors and evaluates internal control activities on a yearly
basis as follows:

-   Internal control assessments at organizational level are performed
    based on the Securities and Exchange Commission’s guidelines.

-   Control Self-Assessment (CSA) according to the State Audit
    Commission’s guideline is conducted. PTTEP uses CSA Questionnaire as
    a tool to assess the adequacy and effectiveness of internal control.
    In 2014, CSA was performed for the stock management process to
    ensure that current control activities are suitable and adequate
    under the acceptable risk level. The improvement plans are also
    developed to resolve all possible concerns found.

-   The Audit Committee assigned the Internal Audit Department to audit
    and suggest improvement required in order to ensure the adequacy and
    effectiveness of internal control system.

11.2 Head of the Internal Audit Department and Head of the Compliance
Department

11.2.1 Roles and Responsibilities of Head of the Internal Audit
Department

PTTEP has established the Internal Audit Department which has the
functional/direct reporting line to the Audit Committee. Key Roles,
Responsibilities and Scopes of Work of the Internal Audit Department
include:

(1) Objective Assurance

The auditors provide a reasonable level of assurance to evaluate and
improve the effectiveness of risk management, internal control, and
governance process.

(2) Joint Venture Audits

The auditors conduct audits on the Operators for projects that PTTEP has
invested in to ensure that they comply with the Joint Venture Agreements
and other related contractual arrangements and that the expenditures
charged are fair, equitable and reasonably incurred for the benefit of
all partners.

(3) Consulting Services

The auditors pre-determine all scopes of service with requestors before
starting the engagement. Consulting engagements are designed to improve
the efficiency and effectiveness of existing processes or propose
additional recommendations on governance, risk management, and internal
control. Such recommendations may also include sets of advice on design,
which are aimed at improving control processes.

(4) Fraud Investigation

The auditors should be alert to deceptive schemes with potential for
frauds or schemes that are likely to lead to other illegal actions. It
is also important that the auditor identifies control weaknesses that
could potentially create opportunities for frauds. The Head of the
Internal Audit Department is responsible for undertaking the
investigation of any reported or suspected frauds, following the
Reporting and Whistleblowing Regulation B.E. 2556. No Investigation
Committee member is to possess any conflict of interest with regard to
the report under investigation. It should be well noted, however, that
actions regarding the prevention, detection, further investigation, and
prosecution of fraud offenders are clearly set forth as falling under
the responsibility of management.

(5) Special Audit Requests

Special audit requests are not included in the annual audit plan. The
Internal Audit Department performs special audits as requested by the
Company’s management and/or Audit Committee to prevent and mitigate
risks which may occur.

Referring to the Audit Committee Charter B.E. 2542 (Combined Charter),
the Audit Committee has the duty to determine an internal audit unit’s
independence as well as approve the nomination, transfer, and reward or
punishment of the Head of the Internal Audit.

Ms. Chaveeporn Chamsang is appointed as Vice President of the Internal
Audit Department, having already functioned in this position from
October 1, 2013 until the present. The Audit Committee deems that this
Head of the Internal Audit Department is qualified under the
aforementioned title as is demonstrated by her educational background,
necessary knowledge, skills, and work experience. She has also remained
up-to-date in terms of professional knowledge and expertise, primarily
through extensive training on internal auditing methodologies and
internal auditor competency development. Such stringent attention to
this position head and the regular support from the entire team
highlights the importance the Company places on an efficient and
effective internal audit department and excellent achievements of a
superb Audit Committee.

More details of the Head of the Internal Audit Department are disclosed
in the “Details of Head of the Internal Audit Department and Head of the
Compliance Department” part.

  11.2.2 Roles and Responsibilities of Head of the Compliance Department

PTTEP has established the Compliance Department which has a direct
reporting line to Senior Vice President, Legal Division and the
President and Chief Executive Officer. The key responsibilities are to
encourage the PTTEP Group to fully comply with applicable laws and
external regulations and support management in managing compliance risk
efficiently through various compliance programs such as developing and
maintaining of the Compliance Checklist, providing communication and
training program, monitoring compliance performance, conducting
compliance risk assessment, providing advice upon the new issuance or
amendment of the PTTEP Group internal regulations, and coordinating with
regulators.

More details of the Head of the Compliance Department are disclosed in
the “Details of Head of the Internal Audit Department and Head of the
Compliance Department” part.

12. Connected Transactions

12.1 Connected Transactions between Related Companies

Connected transactions of PTTEP and/or its subsidiaries with other
entities that may result in conflicts of interest in the fiscal year
ending December 31, 2014 are as follows:

+---------+------------------+---------------+----------+-------------+
| Co      | Relationship     | Transaction   | Value    | Pricing     |
| nnected |                  |               |          | Policy      |
| Company |                  |               | (Unit:   | and/or      |
|         |                  |               | Million  | Reason      |
|         |                  |               | USD)     |             |
+=========+==================+===============+==========+=============+
| PTT     | -   PTT, the     | Petroleum     | 6,405.35 | -           |
| Plc.    |     Company’s    | product       |          |   Condition |
| (PTT)   |     major        | sales: crude  | 613.88   |     and     |
|         |     shareholder, | oil; natural  |          |     price   |
|         |     holds 65.29% | gas;          |          |     setting |
|         |     of the       | liquefied     |          |     follows |
|         |     Company’s    | petroleum     |          |     normal  |
|         |     registered   | gas; and      |          |             |
|         |     and paid-up  | condensate    |          |    business |
|         |     capital.     |               |          |             |
|         |                  | -   Total     |          |  operations |
|         | -   Co-director  |     income    |          |     at the  |
|         |     is Mr.       |               |          |     arm’s   |
|         |     Pailin       | -   Accounts  |          |     length  |
|         |                  |               |          |     basis   |
|         |    Chuchottaworn |    receivable |          |             |
|         |                  |               |          |  conditions |
|         | -   Mr.          |               |          |     for     |
|         |     Nuttachat    |               |          |             |
|         |     Charuchinda, |               |          | non-related |
|         |     PTT’s        |               |          |     persons |
|         |     executive    |               |          |     or      |
|         |     serves as    |               |          |             |
|         |     the          |               |          | operations. |
|         |     Company’s    |               |          |             |
|         |     director.    |               |          |             |
+---------+------------------+---------------+----------+-------------+
|         |                  | Other income  |          | -   The     |
|         |                  | includes:     |          |             |
|         |                  |               |          |   condition |
|         |                  | -   Income    |          |     and     |
|         |                  |     from      |          |     price   |
|         |                  |     design,   |          |     setting |
|         |                  |     equipment |          |     for     |
|         |                  |               |          |     these   |
|         |                  |  procurement, |          |             |
|         |                  |               |          |   specified |
|         |                  | construction, |          |     other   |
|         |                  |     and       |          |     income  |
|         |                  |     natural   |          |     follows |
|         |                  |     gas       |          |     normal  |
|         |                  |     pipeline  |          |             |
|         |                  |     test from |          |    business |
|         |                  |     central   |          |             |
|         |                  |               |          |  operations |
|         |                  |    processing |          |     at the  |
|         |                  |     platform  |          |     arm’s   |
|         |                  |     of South  |          |     length  |
|         |                  |     Bongkot   |          |     basis   |
|         |                  |     field to  |          |             |
|         |                  |     PTT’s     |          |  conditions |
|         |                  |     third gas |          |     for     |
|         |                  |               |          |             |
|         |                  |  transmission |          | non-related |
|         |                  |     pipeline  |          |     persons |
|         |                  |     for PTT.  |          |     or      |
|         |                  |               |          |             |
|         |                  | -   Income    |          | operations. |
|         |                  |     from      |          |             |
|         |                  |     i         |          |             |
|         |                  | nfrastructure |          |             |
|         |                  |     services  |          |             |
|         |                  |     to        |          |             |
|         |                  |     support   |          |             |
|         |                  |     the       |          |             |
|         |                  |     petroleum |          |             |
|         |                  |               |          |             |
|         |                  |   development |          |             |
|         |                  |     such as   |          |             |
|         |                  |               |          |             |
|         |                  |    warehouse, |          |             |
|         |                  |               |          |             |
|         |                  |   helicopter, |          |             |
|         |                  |     and       |          |             |
|         |                  |               |          |             |
|         |                  | accommodation |          |             |
|         |                  |     for PTT   |          |             |
|         |                  |     personnel |          |             |
|         |                  |     at Arthit |          |             |
|         |                  |     and       |          |             |
|         |                  |     Bongkot   |          |             |
|         |                  |     Projects  |          |             |
|         |                  |               |          |             |
|         |                  | -   Income    |          |             |
|         |                  |     from the  |          |             |
|         |                  |     jetty and |          |             |
|         |                  |     warehouse |          |             |
|         |                  |     charges   |          |             |
|         |                  |     at        |          |             |
|         |                  |     Songkhla  |          |             |
|         |                  |     base.     |          |             |
|         |                  |               |          |             |
|         |                  | -   Income    |          |             |
|         |                  |     from      |          |             |
|         |                  |               |          |             |
|         |                  |   maintenance |          |             |
|         |                  |     of        |          |             |
|         |                  |     natural   |          |             |
|         |                  |     gas       |          |             |
|         |                  |     meters    |          |             |
+---------+------------------+---------------+----------+-------------+
|         |                  | -   Income    |   8.53   |             |
|         |                  |     from      |          |             |
|         |                  |     charges   | 10.79    |             |
|         |                  |     to PTT    |          |             |
|         |                  |     for       | -        |             |
|         |                  |     working   |          |             |
|         |                  |     area on   | 0.01     |             |
|         |                  |     platform  |          |             |
|         |                  |     of Arthit |          |             |
|         |                  |     Project   |          |             |
|         |                  |     according |          |             |
|         |                  |     to the    |          |             |
|         |                  |     Arthit    |          |             |
|         |                  |     Project’s |          |             |
|         |                  |     natural   |          |             |
|         |                  |     gas       |          |             |
|         |                  |               |          |             |
|         |                  | purchase/sale |          |             |
|         |                  |     contract. |          |             |
|         |                  |               |          |             |
|         |                  | -   Total     |          |             |
|         |                  |     income    |          |             |
|         |                  |               |          |             |
|         |                  | -   Accounts  |          |             |
|         |                  |               |          |             |
|         |                  |    receivable |          |             |
|         |                  |               |          |             |
|         |                  | Sharing cost  |          |             |
|         |                  | for IPA       |          |             |
|         |                  | Exhibition in |          |             |
|         |                  | Indonesia     |          |             |
|         |                  |               |          |             |
|         |                  | -   Total     |          |             |
|         |                  |     income    |          |             |
|         |                  |               |          |             |
|         |                  | -   Accounts  |          |             |
|         |                  |               |          |             |
|         |                  |    receivable |          |             |
+---------+------------------+---------------+----------+-------------+
|         |                  | Accounts      | 30.10    | -   Such    |
|         |                  | receivable    |          |     amount  |
|         |                  | from          |          |     arises  |
|         |                  | construction  |          |     mostly  |
|         |                  | of gas        |          |     from    |
|         |                  | transmission  |          |             |
|         |                  | pipelines     |          |  additional |
|         |                  |               |          |     scope   |
|         |                  |               |          |     of work |
|         |                  |               |          |     on      |
|         |                  |               |          |     g       |
|         |                  |               |          | as-pipeline |
|         |                  |               |          |     co      |
|         |                  |               |          | nstruction. |
|         |                  |               |          |     The     |
|         |                  |               |          |     actual  |
|         |                  |               |          |     cost of |
|         |                  |               |          |     the     |
|         |                  |               |          |             |
|         |                  |               |          |  additional |
|         |                  |               |          |     work is |
|         |                  |               |          |     under   |
|         |                  |               |          |             |
|         |                  |               |          | negotiation |
|         |                  |               |          |     with    |
|         |                  |               |          |     PTT.    |
|         |                  |               |          |     The     |
|         |                  |               |          |             |
|         |                  |               |          |   condition |
|         |                  |               |          |     and     |
|         |                  |               |          |     price   |
|         |                  |               |          |     setting |
|         |                  |               |          |     for     |
|         |                  |               |          |     c       |
|         |                  |               |          | onstruction |
|         |                  |               |          |     of gas  |
|         |                  |               |          |     t       |
|         |                  |               |          | ransmission |
|         |                  |               |          |             |
|         |                  |               |          |   pipelines |
|         |                  |               |          |     follows |
|         |                  |               |          |     normal  |
|         |                  |               |          |             |
|         |                  |               |          |    business |
|         |                  |               |          |             |
|         |                  |               |          |  operations |
|         |                  |               |          |     at the  |
|         |                  |               |          |     arm’s   |
|         |                  |               |          |     length  |
|         |                  |               |          |     basis   |
|         |                  |               |          |             |
|         |                  |               |          |  conditions |
|         |                  |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     or      |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+
|         |                  | Petroleum     | 77.83    | -   The     |
|         |                  | product       |          |             |
|         |                  | purchase,     | 1.17     |   condition |
|         |                  | other related |          |     and     |
|         |                  | expenses, and | 0.01     |     price   |
|         |                  | expense for   |          |     setting |
|         |                  | PTT personnel | 0.04     |     for the |
|         |                  | seconded to   |          |             |
|         |                  | PTTEP.        | 0.52     |    purchase |
|         |                  |               |          |     of      |
|         |                  | -   Expense   |          |             |
|         |                  |     for the   |          |   petroleum |
|         |                  |     purchase  |          |             |
|         |                  |     of        |          |    product, |
|         |                  |     petroleum |          |     related |
|         |                  |     products, |          |             |
|         |                  |     related   |          |  equipment, |
|         |                  |               |          |     related |
|         |                  |    equipment, |          |             |
|         |                  |     related   |          |   services, |
|         |                  |     services  |          |     and     |
|         |                  |     and       |          |     others  |
|         |                  |     others    |          |     follows |
|         |                  |               |          |     normal  |
|         |                  | -   Personnel |          |             |
|         |                  |     expense   |          |    business |
|         |                  |               |          |             |
|         |                  | -   Oil Spill |          |  operations |
|         |                  |     Response  |          |     at the  |
|         |                  |     Limited   |          |     arm’s   |
|         |                  |     (OSRL)    |          |     length  |
|         |                  |               |          |     basis   |
|         |                  |    membership |          |             |
|         |                  |     fee for   |          |  conditions |
|         |                  |     year 2014 |          |     for     |
|         |                  |               |          |             |
|         |                  | -             |          | non-related |
|         |                  |    Laboratory |          |     persons |
|         |                  |     rent      |          |     or      |
|         |                  |               |          |             |
|         |                  | -   Accounts  |          | operations. |
|         |                  |     payable   |          |             |
|         |                  |               |          | -           |
|         |                  |               |          |   Personnel |
|         |                  |               |          |     expense |
|         |                  |               |          |     rates   |
|         |                  |               |          |     follow  |
|         |                  |               |          |     the     |
|         |                  |               |          |     actual  |
|         |                  |               |          |     rates   |
|         |                  |               |          |     PTT     |
|         |                  |               |          |     pays    |
|         |                  |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          |   employees |
|         |                  |               |          |             |
|         |                  |               |          |    seconded |
|         |                  |               |          |     to the  |
|         |                  |               |          |             |
|         |                  |               |          |    Company. |
+---------+------------------+---------------+----------+-------------+
|         |                  | The deferred  | 1.76     | -           |
|         |                  | payment which |          |   Condition |
|         |                  | is the        |          |     and     |
|         |                  | Company’s     |          |     price   |
|         |                  | obligation    |          |     setting |
|         |                  | according to  |          |     follows |
|         |                  | the Arthit    |          |     normal  |
|         |                  | Project’s     |          |             |
|         |                  | natural gas   |          |    business |
|         |                  | purchase/sale |          |             |
|         |                  | contract.     |          |  operations |
|         |                  |               |          |     at the  |
|         |                  |               |          |     arm’s   |
|         |                  |               |          |     length  |
|         |                  |               |          |     basis   |
|         |                  |               |          |             |
|         |                  |               |          |  conditions |
|         |                  |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     or      |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+
| Star    | -   PTT, the     | Crude oil     | 137.28   | -           |
| Pe      |     Company’s    | sales         |          |   Condition |
| troleum |     major        |               | 9.32     |     and     |
| R       |     shareholder, | -   Total     |          |     price   |
| efining |     holds 36% of |     income    |          |     setting |
| Plc.    |     SPRC’s       |               |          |     follows |
| (SPRC)  |     registered   | -   Accounts  |          |     normal  |
|         |     and paid-up  |               |          |             |
|         |     capital.     |    receivable |          |    business |
|         |                  |               |          |             |
|         |                  |               |          |  operations |
|         |                  |               |          |     at the  |
|         |                  |               |          |     arm’s   |
|         |                  |               |          |     length  |
|         |                  |               |          |     basis   |
|         |                  |               |          |             |
|         |                  |               |          |  conditions |
|         |                  |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     or      |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+
| Energy  | -   PTT, the     | The Company   | 17.19    | -   The     |
| Complex |     Company’s    | has signed a  |          |     leasing |
| Co.,    |     major        | three-year    | 3.62     |     rate is |
| Ltd.    |     shareholder, | lease with    |          |             |
| (Energy |     holds 50% of | Energy        |          |    referred |
| C       |     Energy       | Complex to    |          |     to the  |
| omplex) |     Complex’s    | rent the      |          |     rate    |
|         |     registered   | 47,000 square |          |             |
|         |     and paid-up  | meters        |          |   appraised |
|         |     capital.     | building for  |          |     by      |
|         |                  | office,       |          |             |
|         | -   PTTEP,       | storage and   |          | independent |
|         |     Energy       | multipurpose  |          |             |
|         |     Complex’s    | areas at the  |          | evaluators, |
|         |     major        | Energy        |          |     based   |
|         |     shareholder, | Complex       |          |     on the  |
|         |     holds 50% of | Center        |          |     market  |
|         |     Energy       | (EnCo). The   |          |     rate of |
|         |     Complex’s    | Company is    |          |     office  |
|         |     registered   | eligible to   |          |             |
|         |     and paid-up  | extend its    |          |    building |
|         |     capital.     | lease period  |          |     lease.  |
|         |                  | for another   |          |             |
|         | -   The          | three years.  |          |             |
|         |     Company’s    |               |          |             |
|         |     executives   | -   Total     |          |             |
|         |     who serves   |     lease and |          |             |
|         |     as Energy    |     service   |          |             |
|         |     Complex’s    |     paying    |          |             |
|         |     directors    |     amount    |          |             |
|         |     are:         |               |          |             |
|         |                  | -   Accounts  |          |             |
|         | (1) Ms. Penchun  |     payable   |          |             |
|         | Jarikasem,       |               |          |             |
|         |                  |               |          |             |
|         | (2) Mr. Thiti    |               |          |             |
|         | Mekavichai       |               |          |             |
|         |                  |               |          |             |
|         | (3) Ms. Kesara   |               |          |             |
|         | Limmeechokchai   |               |          |             |
|         |                  |               |          |             |
|         | (4) Mr. Kitinan  |               |          |             |
|         | Manlekha         |               |          |             |
+---------+------------------+---------------+----------+-------------+
|         |                  | The Company   | 17.60    | -   The     |
|         |                  | signed a loan |          |             |
|         |                  | contract with | 0.66     |   mentioned |
|         |                  | Energy        |          |             |
|         |                  | Complex under |          |    contract |
|         |                  | the following |          |     follows |
|         |                  | conditions:   |          |     the     |
|         |                  |               |          |             |
|         |                  | -   Contract  |          |  conditions |
|         |                  |     period of |          |     of the  |
|         |                  |     13 years  |          |     loan    |
|         |                  |     and six   |          |             |
|         |                  |     months    |          |    contract |
|         |                  |               |          |     signed  |
|         |                  | -             |          |     by      |
|         |                  |    Expiration |          |     Energy  |
|         |                  |     date on   |          |     Complex |
|         |                  |     October   |          |     and     |
|         |                  |     2, 2022   |          |     Krung   |
|         |                  |               |          |     Thai    |
|         |                  | -   Reference |          |     Bank    |
|         |                  |     interest  |          |     Plc.,   |
|         |                  |     rate      |          |     dated   |
|         |                  |     follows a |          |     April   |
|         |                  |     loan      |          |     2, 2009 |
|         |                  |     contract  |          |             |
|         |                  |     between   |          |   (contract |
|         |                  |     Energy    |          |             |
|         |                  |     Complex   |          |   amendment |
|         |                  |     and Krung |          |     is      |
|         |                  |     Thai Bank |          |             |
|         |                  |     Plc.      |          |  included.) |
|         |                  |     dated     |          |     with    |
|         |                  |     April 2,  |          |     the     |
|         |                  |     2009      |          |             |
|         |                  |     (contract |          |   financial |
|         |                  |     amendment |          |     support |
|         |                  |     is        |          |     of all  |
|         |                  |               |          |     Energy  |
|         |                  |   included.). |          |             |
|         |                  |     The       |          |   Complex’s |
|         |                  |     interest  |          |     s       |
|         |                  |     rate is   |          | hareholders |
|         |                  |     FDR+2%    |          |     propo   |
|         |                  |     per year  |          | rtionately. |
|         |                  |     for the   |          |             |
|         |                  |     period of |          |             |
|         |                  |     December  |          |             |
|         |                  |     31, 2014. |          |             |
|         |                  |               |          |             |
|         |                  | -   Accrued   |          |             |
|         |                  |     loans     |          |             |
|         |                  |               |          |             |
|         |                  | -   Interest  |          |             |
|         |                  |               |          |             |
|         |                  |    receivable |          |             |
+---------+------------------+---------------+----------+-------------+
|         |                  | Income from   | -        | -   Salary  |
|         |                  | the Company’s |          |     rates   |
|         |                  | personnel     | 0.01     |     based   |
|         |                  | seconded to   |          |     on the  |
|         |                  | Energy        |          |     actual  |
|         |                  | Complex       |          |     rates   |
|         |                  |               |          |     the     |
|         |                  | -   Total     |          |     Company |
|         |                  |     income    |          |     pays    |
|         |                  |               |          |     for our |
|         |                  | -   Accounts  |          |             |
|         |                  |               |          |   employees |
|         |                  |    receivable |          |             |
|         |                  |               |          |    seconded |
|         |                  |               |          |     to      |
|         |                  |               |          |     Energy  |
|         |                  |               |          |             |
|         |                  |               |          |    Complex. |
+---------+------------------+---------------+----------+-------------+
| PTT ICT | -   PTT, the     | The Company   | 17.54    | -           |
| So      |     Company’s    | has signed a  |          |   Condition |
| lutions |     major        | contract with | 0.98     |     and     |
| Co.,    |     shareholder, | PTT ICT for   |          |     price   |
| Ltd.    |     holds 20% of | IT services   |          |     setting |
| (PTT    |     PTT ICT’s    | and           |          |     follows |
| ICT)    |     registered   | co            |          |     normal  |
|         |     and paid-up  | mmunications. |          |             |
|         |     capital.     |               |          |    business |
|         |                  | -   Total     |          |             |
|         | -   PTT Global   |     expenses  |          |  operations |
|         |     Chemical     |               |          |     at the  |
|         |     Plc. (PTTGC) | -   Accounts  |          |     arm’s   |
|         |     and Thai Oil |     payable   |          |     length  |
|         |     Plc. (TOP),  |               |          |     basis   |
|         |     in which PTT |               |          |             |
|         |     is their     |               |          |  conditions |
|         |     major        |               |          |     for     |
|         |     shareholder, |               |          |             |
|         |     hold 40%,    |               |          | non-related |
|         |     and 20% of   |               |          |     persons |
|         |     PTT ICT’s    |               |          |     or      |
|         |     shares,      |               |          |             |
|         |                  |               |          | operations. |
|         |    respectively. |               |          |             |
|         |                  |               |          |             |
|         | -   Mr. Thiti    |               |          |             |
|         |     Mekavichai,  |               |          |             |
|         |     the          |               |          |             |
|         |     Company’s    |               |          |             |
|         |     executive,   |               |          |             |
|         |     serves as    |               |          |             |
|         |     PTT ICT’s    |               |          |             |
|         |     director.    |               |          |             |
+---------+------------------+---------------+----------+-------------+
|         |                  | Income from   | 0.47     | -   Salary  |
|         |                  | the Company’s |          |     rates   |
|         |                  | personnel     | 0.67     |     based   |
|         |                  | seconded to   |          |     on the  |
|         |                  | PTT ICT       |          |     actual  |
|         |                  |               |          |     rates   |
|         |                  | -   Total     |          |     the     |
|         |                  |     income    |          |     Company |
|         |                  |               |          |     pays    |
|         |                  | -   Accounts  |          |     for our |
|         |                  |               |          |             |
|         |                  |    receivable |          |   employees |
|         |                  |               |          |             |
|         |                  |               |          |    seconded |
|         |                  |               |          |     to PTT  |
|         |                  |               |          |     ICT.    |
+---------+------------------+---------------+----------+-------------+
| PTT     | -   PTT, the     | Income from   | 0.02     | -           |
| Energy  |     Company’s    | procurement   |          |   Condition |
| Re      |     major        | of drivers    | -        |     and     |
| sources |     shareholder, | for           |          |     price   |
| Co.,    |     holds 100%   | executives    | -        |     setting |
| Ltd.    |     of PTT       | based on      |          |     follows |
|         |     Energy       | contracts     |          |     normal  |
|         |     Resources’   | between PTT   |          |             |
|         |     registered   | Energy        |          |    business |
|         |     and paid-up  | Resources and |          |             |
|         |     capital.     | PTTEP         |          |  operations |
|         |                  | Services Co., |          |     at the  |
|         | -   Mr.          | Ltd. (the     |          |     arm’s   |
|         |     Chatchawal   | Company’s     |          |     length  |
|         |     Eimsiri, the | subsidiary).  |          |     basis   |
|         |     Company’s    |               |          |             |
|         |     executive,   | -   Total     |          |  conditions |
|         |     serves as    |     income    |          |     for     |
|         |     PTT Energy   |               |          |             |
|         |     Resources’   | -   Accounts  |          | non-related |
|         |     director.    |               |          |     persons |
|         |                  |    receivable |          |     or      |
|         |                  |               |          |             |
|         |                  | -   Accounts  |          | operations. |
|         |                  |     payable   |          |             |
+---------+------------------+---------------+----------+-------------+
|         |                  |   Support     | 0.04     |             |
|         |                  |   staff       |          |             |
|         |                  |   expenses    |          |             |
|         |                  |               |          |             |
|         |                  | -   Total     |          |             |
|         |                  |     expenses  |          |             |
+---------+------------------+---------------+----------+-------------+
| IRPC    | -   PTT, the     | Expense for   | 0.01     | -           |
| Plc.    |     Company’s    | IT services   |          |   Condition |
| (IRPC)  |     major        | from IRPC for | -        |     and     |
|         |     shareholder, | real time     |          |     price   |
|         |     holds 38.51% | analyst       |          |     setting |
|         |     of IRPC’s    | meetings.     |          |     follows |
|         |     registered   |               |          |     normal  |
|         |     and paid-up  | -   Total     |          |             |
|         |     capital.     |     expenses  |          |    business |
|         |                  |               |          |             |
|         | -   Co-director  | -   Accounts  |          |  operations |
|         |     is Mr.       |     payable   |          |     at the  |
|         |     Pailin       |               |          |     arm’s   |
|         |                  |               |          |     length  |
|         |    Chuchottaworn |               |          |             |
|         |                  |               |          |  conditions |
|         |                  |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     and     |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+
| Thai    | -   Co-directors | Expense for   | 2.00     | -           |
| Airways |     is Mr. Ampon | air ticket    |          |   Condition |
| Intern  |     Kittiampon   | purchases     | 0.12     |     and     |
| ational |     (as of June  |               |          |     price   |
| Plc.    |     30, 2014)    | -   Total     |          |     setting |
|         |                  |     expenses  |          |     follows |
| (THAI)  |                  |               |          |     normal  |
|         |                  | -   Accounts  |          |             |
|         |                  |     payable   |          |    business |
|         |                  |               |          |             |
|         |                  |               |          |  operations |
|         |                  |               |          |     at the  |
|         |                  |               |          |     arm’s   |
|         |                  |               |          |     length  |
|         |                  |               |          |     basis   |
|         |                  |               |          |             |
|         |                  |               |          |  conditions |
|         |                  |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     or      |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+
| PTT     | -   PTT, the     | Income from   | 0.02     | -           |
| Global  |     Company’s    | procurement   |          |   Condition |
| C       |     major        | of drivers    | -        |     and     |
| hemical |     shareholder, | for           |          |     price   |
| Plc.    |     holds 48.89% | executives    |          |     setting |
| (PTTGC) |     of PTTGC’s   | based on      |          |     follows |
|         |     registered   | contract      |          |     normal  |
|         |     and paid-up  | between PTTGC |          |             |
|         |     capital.     | and PTTEP     |          |    business |
|         |                  | Services Ltd. |          |             |
|         | -   Co-director  | (the          |          |  operations |
|         |     is Mr.       | Company’s     |          |     at the  |
|         |     Pailin       | subsidiary).  |          |     arm’s   |
|         |                  |               |          |     length  |
|         |    Chuchottaworn | -   Total     |          |     basis   |
|         |                  |     income    |          |             |
|         | (as of September |               |          |  conditions |
|         | 22, 2014)        | -   Accounts  |          |     for     |
|         |                  |               |          |             |
|         |                  |    receivable |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     or      |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+
| PTT     | -   PTT, the     | The Company   | 2.27     | -           |
| Main    |     Company’s    | and its       |          |   Condition |
| tenance |     major        | subsidiaries  | -        |     and     |
| and     |     shareholder, | signed the    |          |     price   |
| Engi    |     holds 40% of | contracts     |          |     setting |
| neering |     PTT          | with PTT      |          |     follows |
| Co.,    |                  | Maintenance   |          |     normal  |
| Ltd.    |    Maintenance’s | for the       |          |             |
| (PTT    |     registered   | following     |          |    business |
| Maint   |     and paid-up  | services:     |          |             |
| enance) |     capital.     |               |          |  operations |
|         |                  | -   Rail tank |          |     at the  |
|         | -   PTTGC, in    |     wagons    |          |     arm’s   |
|         |     which PTT is |               |          |     length  |
|         |     its major    |   maintenance |          |     basis   |
|         |     shareholder, |     and       |          |             |
|         |     holds 60% of |     repair    |          |  conditions |
|         |     PTT          |               |          |     for     |
|         |                  | -   General   |          |             |
|         |    Maintenance’s |               |          | non-related |
|         |     shares.      |  maintenance, |          |     persons |
|         |                  |     equipment |          |     or      |
|         |                  |               |          |             |
|         |                  |    inspection |          | operations. |
|         |                  |     and other |          |             |
|         |                  |     services  |          |             |
|         |                  |               |          |             |
|         |                  | -   Training  |          |             |
|         |                  |     contract  |          |             |
|         |                  |     of MESC   |          |             |
|         |                  |     I         |          |             |
|         |                  | mplementation |          |             |
|         |                  |     for Stock |          |             |
|         |                  |     Inventory |          |             |
|         |                  |     (an       |          |             |
|         |                  |     inventory |          |             |
|         |                  |               |          |             |
|         |                  |    management |          |             |
|         |                  |     system)   |          |             |
|         |                  |               |          |             |
|         |                  | -   Total     |          |             |
|         |                  |     expenses  |          |             |
|         |                  |               |          |             |
|         |                  | -   Accounts  |          |             |
|         |                  |     payable   |          |             |
+---------+------------------+---------------+----------+-------------+
| PTT     | -   PTT, the     | Expense for   | 0.10     | -           |
| Energy  |     Company’s    | meeting and   | -        |   Condition |
| So      |     major        | seminar       |          |     and     |
| lutions |     shareholder, | arrangement,  |          |     price   |
| Co.,    |     holds 40% of | consultant    |          |     setting |
| Ltd.    |     PTT Energy’s | fee for       |          |     follows |
| (PTT    |     registered   | personnel     |          |     normal  |
| Energy) |     and paid-up  | training and  |          |             |
|         |     capital.     | work system   |          |    business |
|         |                  |               |          |             |
|         | -   PTTGC, TOP   | -   Total     |          |  operations |
|         |     and IRPC, in |     expenses  |          |     at the  |
|         |     which PTT is |               |          |     arm’s   |
|         |     their major  | -   Accounts  |          |     length  |
|         |     shareholder, |     payable   |          |     basis   |
|         |     hold 20%     |               |          |             |
|         |     each in PTT  |               |          |  conditions |
|         |     Energy.      |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     or      |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+
| Sport   | -   Business     | Expense for   | 0.72     | -   Support |
| S       |     Services     | sponsoring    |          |     of PTT  |
| ervices |     Alliance     | PTT Rayong    | -        |     Rayong  |
| A       |     Co., Ltd.,   | Football Club |          |             |
| lliance |     in which PTT |               |          |    Football |
| Co.,    |     is its major | -   Total     |          |     Club is |
| Ltd.    |     shareholder, |     expenses  |          |     the     |
| (Sport  |     is Sport     |               |          |             |
| Se      |     Services’    | -   Accounts  |          |    activity |
| rvices) |     major        |     payable   |          |     to      |
|         |     shareholder  |               |          |     support |
|         |     holding      |               |          |     youths  |
|         |     100%.        |               |          |     and     |
|         |                  |               |          |     people  |
|         |                  |               |          |     in      |
|         |                  |               |          |     Rayong  |
|         |                  |               |          |     through |
|         |                  |               |          |             |
|         |                  |               |          |    football |
|         |                  |               |          |     as      |
|         |                  |               |          |     Sport   |
|         |                  |               |          |             |
|         |                  |               |          |    Services |
|         |                  |               |          |     is the  |
|         |                  |               |          |     owner   |
|         |                  |               |          |     and     |
|         |                  |               |          |     sponsor |
|         |                  |               |          |     of PTT  |
|         |                  |               |          |     Rayong  |
|         |                  |               |          |             |
|         |                  |               |          |    Football |
|         |                  |               |          |     Club.   |
+---------+------------------+---------------+----------+-------------+
| Dhipaya | -   PTT, the     | Expense for   | 21.54    | -           |
| In      |     Company’s    | the Company’s |          |   Condition |
| surance |     major        | assets        | 1.42     |     and     |
| Plc.    |     shareholder, | insurance,    |          |     price   |
| (TIP)   |     holds 13.33% | and its       |          |     setting |
|         |     of TIP’s     | employees’    |          |     follows |
|         |     registered   | health and    |          |     normal  |
|         |     and paid-up  | life          |          |             |
|         |     capital.     | insurance     |          |    business |
|         |                  |               |          |             |
|         |                  | -   Total     |          |  operations |
|         |                  |     expenses  |          |     at the  |
|         |                  |               |          |     arm’s   |
|         |                  | -   Accounts  |          |     length  |
|         |                  |     payable   |          |     basis   |
|         |                  |               |          |             |
|         |                  |               |          |  conditions |
|         |                  |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     or      |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+
| B       | -   PTT, the     | Expense for   | 0.02     | -           |
| usiness |     Company’s    | temporary,    |          |   Condition |
| S       |     major        | support-role  | -        |     and     |
| ervices |     shareholder, | staff for the |          |     price   |
| A       |     holds more   | i-Prompt      |          |     setting |
| lliance |     than 10% of  | project with  |          |     follows |
| Co.,    |     Business     | contract      |          |     normal  |
| Ltd.    |     Services’    | ending on     |          |             |
| (B      |     registered   | June 30, 2013 |          |    business |
| usiness |     and paid-up  |               |          |             |
| Se      |     capital.     | -   Total     |          |  operations |
| rvices) |                  |     expenses  |          |     at the  |
|         |                  |               |          |     arm’s   |
|         |                  | -   Accounts  |          |     length  |
|         |                  |     payable   |          |     basis   |
|         |                  |               |          |             |
|         |                  |               |          |  conditions |
|         |                  |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     or      |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+
| PTT     | -   PTT, the     | Expense for   | -        | -           |
| Intern  |     Company’s    | fuel hedging  |          |   Condition |
| ational |     major        | contracts     | 30.27    |     and     |
| Trading |     shareholder, |               |          |     price   |
| Pte.    |     holds 100%   | -   Total     | -        |     setting |
| Ltd.    |     of PTT       |     expenses  |          |     follows |
| (PTT    |                  |               | 15.33    |     normal  |
| Intern  |    International | -   Total     |          |             |
| ational |     Trading’s    |     income    |          |    business |
| T       |     registered   |               |          |             |
| rading) |     and paid-up  | -   Accounts  |          |  operations |
|         |     capital.     |     payable   |          |     at the  |
|         |                  |               |          |     arm’s   |
|         |                  | -   Accounts  |          |     length  |
|         |                  |               |          |     basis   |
|         |                  |    receivable |          |             |
|         |                  |               |          |  conditions |
|         |                  |               |          |     for     |
|         |                  |               |          |             |
|         |                  |               |          | non-related |
|         |                  |               |          |     persons |
|         |                  |               |          |     or      |
|         |                  |               |          |             |
|         |                  |               |          | operations. |
+---------+------------------+---------------+----------+-------------+

12.2 Preconditions and Reasons for Connected Transactions

PTTEP’s Audit Committee reviewed the connected transactions which were
recorded during the fiscal year ending December 31, 2014 as summarized
above and considered them to be indispensable, fair and justifiable in
terms of conditions and price, and/or within the arm’s length basis. The
transactions were also approved by the management or the PTTEP’s Board
of Directors (“the Board”) prior to execution.

12.3 Measures and Procedure of Connected Transactions

The Board reviews the transactions potentially leading to conflicts of
interest, or those which are connected or related, under proper ethical
standards, however only after they are initially screened and examined
by the Company’s Audit Committee. The transactions are particularly of
those falling within the criteria as set forth by the Stock Exchange of
Thailand, the Capital Market Supervisory Board, and the Securities and
Exchange Commission. The Board’s responsibility also includes, when
deemed appropriate, public disclosure of accurate and correct
information of the transactions which might be questionable. The Company
meanwhile has conducted a clear set of policies regarding conflict of
interest for our directors and employees to follow and act accordingly,
as well as a reporting procedure in presence of the conflict.

There are two types of approval procedures for connected transactions.

(1) Transactions requiring an approval from the Board prior to
execution, such as those involve buying/selling contracts of gas, crude
oil and condensate, and trade financing

(2) Transactions which can be executed by the Company’s standard
procurement regulations and, if within the value pre-approved by the
Board, an authorization from the management such as procurement of fuel
and petroleum products, lease of office buildings, and use of helicopter
service

Shall any of the directors, employees, or related persons have a vested
interest in a transaction that the Company is involved in, he or she
will not be allowed to take part in making of any of the decisions or
approvals related to the transaction. The transaction, in this case,
also remains to be treated under the arm’s length basis, fair and
justifiable in terms of both price and conditions.

12.4 Policy for and Future Possibility of Connected Transactions

  12.4.1 Policy for Connected Transactions

PTTEP treats connected transactions as normal business transactions
without any intentions to transfer of benefits between or among the
Company and related companies, or persons. The Company strictly adheres
to securities and exchange laws and regulations, including those imposed
by the Capital Market Supervisory Board, the Stock Exchange of Thailand,
or other related supervisory agencies, regarding connected transactions
to ensure that, with reasonable business terms and conditions, and use
of the market reference prices for instance, the Company’s shareholders
and stakeholders will continued to be treated equally and in their
interests, according to the Company’s Good Corporate Governance Policy.

12.4.2 Future Possibility of Connected Transactions Potentially Leading
to Conflicts of Interest

PTTEP will continue to have connected transactions with related entities
in the future. Most of the transactions include normal business, office
building-leasing, and supporting business transactions, which can be
summarized as follows:-

(1) Sales of petroleum products and purchase of fuel: Since the
transactions are a normal part of the Company’s business and are
executed under conditions and requirements as stated in the contracts,
they will continue due to their necessity to the operations.

(2) Lease of office buildings: Since leasing of office buildings is
reasonable and necessary for the Company’s business operations, the
transactions will be continued.

(3) Hiring of information and technology services: Since it remains
reasonable and necessary for the Company to be supported with
information and technology services to operate our business, the
transactions will continue.

[1] The debentures were rated by TRIS on April 11, 2014.

[2] In 2005, PTTEP entered into a Cross Currency Swap agreement with a
bank to swap THB for USD 60.82 million. Under this agreement, interest
was charged at the rate of 3.85% per annum. In 2007, PTTEP swapped the
USD with the same bank for THB 2,500 million (Unwounded Swap
Transaction). Under this agreement, the interest rate was charged at the
rate of 3.30% per annum. In 2011, PTTEP swapped THB 2,500 million for
USD 82.92 million. Under this agreement, interest rate was charged at
the rate of 3.30% per annum.

[3] In 2011, PTTEP entered into a Cross Currency Swap agreement with a
bank to swap THB for USD 161.81 million. Under this agreement, the
average interest rate was charged at the rate of 4.93% per annum.

[4] In 2014, PTTEP entered into a Cross Currency Swap agreement with a
bank to swap THB for USD 251.07 million. Under this agreement, the
interest rate was charged at the rate of 3.013% per annum.

[5] In 2014, PTTEP entered into a Cross Currency Swap agreement with a
bank to swap THB for USD 349.05 million. Under this agreement, the
interest rate was charged at the rate of 4.989% per annum.

[6] PTTEP AIF was the issuer, fully guaranteed by PTTEP, the debentures
were rated by Moody’s on June 6, 2014 and Standard & Poor’s on April 22,
2014.

[7] PTTEP AIF was the issuer, fully guaranteed by PTTEP, the debentures
were rated by Moody’s on June 6, 2014 and Standard & Poor’s on April 22,
2014.

[8] PTTEP CIF was the issuer, fully guaranteed by PTTEP, the debentures
were rated by Moody’s on June 6, 2014 and Standard & Poor’s on April 22,
2014.

[9] PTTEP CIF was the issuer, fully guaranteed by PTTEP, the debentures
were rated by Moody’s on June 6, 2014 and Standard & Poor’s on April 22,
2014.

[10] PTTEP was the issuer, the debentures were rated by Moody’s on June
6, 2014 and Standard & Poor’s on April 22, 2014.

[11] The bonds were rated by TRIS on April 11, 2014.

[12] In accounting, Hybrid Bonds are recorded in Shareholders’ equity.

[13] The bonds were rated by Moody’s and Standard & Poor’s dated June 6,
2014.

[14] In accounting, Hybrid Bonds are recorded in Shareholders’ equity.

[15] ^(*)Source:
http://www.set.or.th/set/companyholder.do?symbol=PTTEP-R

* Since January 18, 2010, Thai NVDR Co., Ltd. has changed its rule to
disclose the names of NVDR holders having over 0.50% of paid-up capital
of the underlying securities.

[16] ^(*)The number of shares held by the management may also include
shares purchased under the Employee Joint Investment Program (EJIP)
which commences from 2013 to 2018 to build motivation of staff to work
efficiently and effectively, create alignment between the employees,
management and shareholders, and establish long-term loyalty and sense
of ownership to PTTEP. More details are disclosed in the “Policy on
Treatment to Stakeholders” part under “Employee” section.

[17] Executives, 10 in total, consisted of the President and Chief
Executive Office, Executive Vice Presidents, and PTT’s executives who
has been seconded to PTTEP.

[18] Executives, 12 in total, consisted of the President and Chief
Executive Office, Executive Vice Presidents, and PTT’s executives who
has been seconded to PTTEP.

[19] Bonuses for 2013, paid in January and February 2014

[20] Includes bonuses for 2014, paid January and February 2015

[21] Provident Fund