The Board of Directors of the Company gives the importance to the right of shareholders by not performing any act that violates or lessens the rights, and to facilitate the exercise of rights on various matters. It is then the guideline of operation is set in order to ensure that shareholders that they will be protected under the basic rights as follows:

• The Company gives an opportunity to the shareholders to propose agenda and propose the name list to be appointed as directors, including to pass question about the Company in the shareholders meeting in advance, which the company has notified the rules and supplementary documents on the website of the Company since November 25, 2011. However, shareholders may submit such question until January 31, 2012.
• The Company has delivered the notice calling for the meeting with information, documentation supplement to each agenda with proxy to shareholders 7 days prior to the meeting date, or as stipulated by law of both Thai and English language, including the Company’s Articles of Association in relation to the Shareholders Meeting and casting of vote.
• In case the shareholders are unable to attend the meeting, they may give proxy to the Independent Directors in casting the vote instead or may indicate their own vote. In 2011, the Company has arranged for Mr. Chanin Roonsamrarn to be the proxy director.
• Prior to the meeting commencement, the Board of Directors will explain to the shareholders to acknowledge the rights under the Articles of Association of the Company, the proceeding of the meeting, casting the vote, including the giving of the rights to shareholders to raise questions and express opinion equally.
• After the meeting, the Company will notify the meeting minutes to the Stock Exchange of Thailand (SET) within the time frame specified by the SET, together with detail of voting result in each agenda. Generally, the meeting minutes will be reported to the SET within 14 days and also publicized it on website of the Company.

The Company, being aware of the importance, ensures that the every shareholder, whether executive shareholders, non-executive shareholders, and foreign shareholders should receive equitable and fair treatment.

The Company has policy to prevent the use of inside information which is prescribed in the ethic handbook, and has disclosed to staff, executive, and director of the Company. The policy and method to control executive in private use of internal information of the Company are as follows:

• Provide knowledge to executive in each department in relation to duty that executive shall report the holding of securities of the Company and penalty under the Securities and Stock Exchange Act B.E. 2535 and under the regulations of the Stock Exchange of Thailand.
• The Company has required the executive to report the change of securities holding to the Office of Securities and Stock Exchange Commission under Section 59 of the Securities and Stock Exchange Act B.E. 2535, and delivered copy of such report to the Company on the same day as sending to the Securities and Stock Exchange Commission.
• The Company has notified to the executive to restrain from the purchase and sale of securities of the Company 1 month before disclosing of financial statements or inside information to the public, and the disclosure of material information to other person is not allowed and such has been notified via e-mail every quarter.

However, if there is the violation of regulations mentioned above, the Company will proceed with discipline punishment as appropriate as the case may be.

The Company has stipulated the regulations for the interest person in the “Handbook of Business Ethic” of the Company in order to ensure that the Company will comply with in order to provide the rights to interest person under the relevant laws, whether the shareholder, staff, customer, business partner, community, society, and environment. Moreover, the Company has also strengthen cooperation with the interest person in each groups in order to be able to ensure business sustainability with the fair benefits to all parties, in order to build the long-term success.

• Communication with the Director of the Company. In case requiring for notifying or communicating in relation to operation of the Company, by such information will be sent to the Managing Director.
• Communication with the Audit Committee. In case requiring for filing complaint in relation to violation of laws or ethics, accounting doubt, internal controlling, etc. Such information shall be sent to the office of internal audit of the Company in order to be compiled and proposed to the Audit Committee for further consideration.

Business Partner
The Company complies with the Trade Competition Act according to the resolution of the Trade Competition Commission in year 2006, announced to be as Guideline for Unfair Trade Practices in the Wholesale/Retail Business by virtue of the Trade Competition Act B.E. 2542.

To be able to operate business according to the above announcement, the Company has mutually agreed with business partner to amend the provision of the agreement to be more specific and clearer.

• To seek and recruit employees with knowledge, ability and attitude in compliance with organization culture.
• To take care of, so the employees has been receiving fair remuneration and suitable to their responsibilities and provide other benefits and welfares at a competitive level with better conditions.
• To build up the ambiance atmosphere and working environment with convenience and safety and organize activities to encourage happiness at work and create value to society regularly.
• To support participations at work by according due importance to internal communication in order to share goals and achievements of the organization.
• To support a recognition and behavior in accordance with the organization culture which focuses on service mind, commitment to success, team work, continuous learning and ethical adherence.
• To promote and support employees’ work operation and attitude towards proactive strategy, creativity and inspiration to lead to a good skill on management, ranged from planning, operating, monitoring and evaluating, as well as appropriate decision making and problem solving.
• To allocate appropriate and sufficient budget for developing staff at all levels to optimize their potentials whether in their work ability, management efficiency and attitude and team work in order to support and provide career growth opportunity to them.

• Strictly deliver goods and provide service under the conditions as agreed with customer. In case of the inability to comply with the conditions, the Company will notify customer in order to find the solution.
• Giving information and suggestion about the products and services, including relevant commercial terms correctly, completely, not exaggeratedly which may cause misunderstanding to the customer.
• Giving opportunity for customer to suggest or complain about the products and services, including servicing of staff or any inconvenience that customer has experienced via website; www.homepro.co.th

• As for the flood crisis in 2011, HomePro has organized “Volunteer by HomePro” project to stand by the victims. The initial fund was set up at Baht 10 million under this project contributed to help the flood victims. The relief was ranged from donating boats, flood-relief bags and advices in regard to rehabilitation after the flood by providing home repair manual and repair check list, being a consultant for neighbors, organizing work shop as well as primarily repairing homes for flood victims. Moreover, HomePro launched promotions to continuously relieve the burdens of customers who have been subject to the crisis and cooperated with government sectors such as Department of Internal Trade, the Ministry of Commerce and the Ministry of Energy etc. to offer products with special discounts to the flood victims.
• In 2011, the Company contributed 200 more toilets which received national public toilet standard or HAS (Healthy, Accessibility and Safety) from the Department of Health, the Ministry of Public Health. At the end of 2011, HomePro contributed a total 945 restrooms to 77 schools in 21 provinces nationwide.
• “HomePro helps reduce global warming” project, it was started in 2009 under the objective of Avicennia marina and Lampu forestation of 100,000 trees at BangPu Education Center of the Royal Thai Army in Samut Prakarn Province.

The Board of Directors has given the importance to the disclosure of information which are accurate, complete, transparent, in timely manner, and equitably distributed to the investor and stakeholders to acknowledge, of both financial reports and material information that affect the value of the Company’s Securities which will be disclosed through the publication of the Stock Exchange of Thailand and website of the Company.

The Company has the Investor Relationship office to be responsible for giving information and hearing to opinion of shareholders and investor regularly, by contacting Mr. Rakpong Aroonwatdhana, Tel. 02-832-1416 or via e-mail at ir@homepro.co.th Furthermore, the Company has also provided the opportunity to communicate and activities between shareholders, investors and high rank executive of the Company, apart from the Annual Shareholders Meeting as follows:

The Company has appointed the Audit Committee who are Independent Directors to review the accuracy, sufficiency of the disclosure of information and the reliability of financial report, Corporate Governance and internal control of the Company which have details of obligations as specified in “Clause 9 management of duty of the Audit Committee”.

In case there was transaction that was not under normal course of business of the Company, the Board of Directors of the Company has duty to consider such transaction, in which there shall be Independent Director in the meeting as well.

The Company has the Nomination and Remuneration Committee to set the procedures and rules on selecting the Director of the Company, and set the period of remuneration or other benefits which is fair and reasonable and present to the shareholders meeting for consideration.

To promote every party to perform their duty according to assigned responsibility with transparency, the Company has prepared the policy of Corporate Governance, handbook of ethic, and code of conduct on ethics of Directors, the management, and staff in order for the relevant persons to comply with the guideline in performing assignment of the Company honestly, and to follow up with the compliance of the guideline regularly, including to stipulate discipline penalty.

First orientation and giving knowledge in the business of the Company to the new Director
The Company has policy to provide the first orientation for the new directors, in order to acknowledge the roles, duty, and responsibility, including giving knowledge, understanding of business and operating in any part of the Company, which is to prepare the readiness to perform duty of the Directors. Due to the Company has no new Directors in 2011, there was no arrangement of such first orientation.

In 2011, the Company had 12 times of Board of Directors Meeting and the meeting of Sub-Committee i.e. 10 times of Executive Directors meeting, 12 times of Audit Committee meeting, and 3 times of Nomination and Remuneration Committee meeting, details of attending the Board of Directors meeting and other sub-committee meetings are as follows:

Evaluation of the work performance of the Managing Directors
The Company has the Nomination and Remuneration Committee to propose opinion to the Board of Directors of the Company in consideration of setting the annual Key Performance Indicators (KPI) to be used in evaluation of work performance of the Managing Director, such KPI shall be in accordance with the goal of the Company for both short term and long term.

Succession plan of the High rank of Executive
The Company has prepared the succession plan to prepare in the event the executive is unable to perform his duty, by having initiatively structured the replacement of the low rank of executive in the level of branch manager already. The plan for mid-level executive and high-rank executive are in progress, which this will to ensure that the operation of the Company can be continued.

Risk management
The Company has policy of risk management, group of management shall jointly consider and analyze risk factors both external and internal the organization, by having meeting every 2 weeks and following up the situation that is a cause of risk closely, and notifying to the relevant staff for acknowledgement and to comply with the stipulated measurement of risk management.

Forming the Internal Audit Department
In order to promote the procedures of good governance, the Company has formed an internal audit to review and followed up the result of work performing to the Management, by performing its work independently, and reporting the result of the operation to the Audit Committee directly and regularly.

Moreover, there was a proposal to appoint the auditor to evaluate efficiency of internal accounting control of the Company which the resolution of the shareholders in 2011, approved to appoint the auditor from Ernst & Young Co., Ltd., by Mrs. Gingkarn Atsawarangsalit, an auditor License number 4496 as the auditor of the Company and its subsidiaries for the year 2011.