BUSINESS OPERATION AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL REPORTS AND FINANCIAL STATEMENTS APPENDIX MEASURE AND PROCEDURE FOR APPROVAL OF CONNECTED TRANSACTION The Company’s Articles of Association stated that a Director can acquire or dispose of GC assets or perform any business transaction involving GC either by himself or herself or on behalf of others only with the approval from the Audit Committee and the Board of Director. However, any Director who personally gains from any acquisition or disposal of GC asset or any transaction of GC is not allowed to vote on that matter. After receiving approval from the Audit Committee and the Board of Directors, GC can perform any business transactions or acquire or dispose of major assets in line with the announcement of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission, Thailand (SEC). This also applies to GC’s subsidiaries in the SET announcement concerning connected transaction of listed companies as well as the buying and selling of registered company assets. NECESSITY AND JUSTIFICATION OF CONNECTED TRANSACTION The sales of products by GC to connected companies have been carried out mainly so that they may process its products into their own products for sale at prices corresponding to long-term off-take agreements or spot prices. Prices must prove mutually beneficial and based on market prices without any undue transfer of interests or extraordinary items to both parties. When providing services to connected companies, transactions must cover transportation or storage costs of products. The charges for services are both market-based and benefit-based without any undue transfer of interests or extraordinary items. For the product and feedstock supply and/or services as well as the volume of products, feedstock or services given by connected companies must meet the needs and business operation of GC. Prices of products trading or services are as agreed by GC and connected companies without any undue transfer of interests or extraordinary items. In addition, GC is required to purchase feedstock from connected companies because the capacity and quality of such feedstock meet its needs. GC also saves on transportation expenses since the feedstock can be transferred safely by GC’s pipeline systems from their plants in Map Ta Phut Industrial Estate, Rayong. OPINION OF INDEPENDENT DIRECTORS The Independent Directors agreed with the Board of Directors. POLICY AND TREND ON FUTURE CONNECTED TRANSACTION Future connected transactions between GC and connected companies will be conducted as part of the normal course of business with no special favors and no transfer of benefits. For the pricing policy between GC and connected companies, the price of products or feedstock purchased will be set in agreement and or linked to market prices. In addition, service charges paid to connected companies will also be at arm’s length. The price of product sold or purchased between GC and connected companies will, as a rule, be linked to market prices. Disclosure of the Company’s connected transaction must be in compliance with the rules and regulations of the Securities and Exchange Commission, Thailand (SEC) and the Stock Exchange of Thailand (SET). The audit standards for connected parties will be as specified by the Federation of Accounting Professions under The Royal Patronage of His Majesty the King. 213
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