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    CORPORATE GOVERNANCE

    Message from Chairman
    In spite of the overall deceleration in real estate business in 2017, household debt remains high while financial institutions are also cautious and have subjected strictly for housing loan approving, continued from 2016. However, Everland Public Company Limited has planned to transform the sales strategy to be prepared for the current economy situation.
    In the past years, we have only experienced developing in condominium market which results more than 95% of company’s portfolio. The consequence of long length of the projects’ development, 2-3 years per project, reveals an unsatisfied revenue. From 2015 to 2017, there were losing company’s capital 93.67 million Baht, 82.52 million Baht and 282.63 million Baht respectively. However, there is an expected revenue from two riverside condominium, exclusive project areas in Nonthaburi, from The Politan Breeze Condominium ownership handover for one billion Baht in the third quarter of 2018 and The Politan Reef for six billion Baht in the fourth quarter of 2018. In addition, we plan to develop housing estate projects, single houses and townhouses, under the Ever City brand to strengthen revenue.
    Moreover, our company has also stepped in the hospital business development which the industry is going to be more competitive than in 2017. The co-investments from big-private hospitals with the small hospitals in up-country is one of the main reason to accelerate the market expansion and also including particular advantages of higher quality of medical treatment services, more specialized physicians and more sustainable in capital support than other competitors.
    To keep up with the time, in 2017, we have improved our hospital services that includes arranging modern medical equipment to strengthen the hospital’s image and reliability. Actually, the hospital investment is a potential business where the scope of business is expandable and always creates new sources of revenue from its real estate value.
    This year, we have visions to continue the real estate business development in parallel of demands marketing studies for both of vertical and horizontal real estate market to prepare for the business opportunities.
    On behalf of Everland Public Company Limited, please accept my most sincere thanks and appreciation to the Board of Directors, Board of Management, staffs, shareholders and investors, including our potential financial institution partners for your support and continuing contributions to our company. We will sustain improving our operation with equitable governance, corruption prevention and awareness encouragement for responsibility in social and environmental impacts under adequate principles.
    Mr. Swechak Lochaya
    Chairman of the Board / Managing Director
    Business Policies and Overview
    1. Business Vision – Mission - Goals and Policy
    Our Company focuses on customers’ quality and sustainable well-being life. Moreover, we always give a priority on services improvement, to improve customer experience and demands satisfaction. The main mission is an achievement in residential project development for house estate and condominium projects with the precious design and exclusive location, for example the location near by the department store, school and government office, especially the location along sky-train and metro stations.
    Business Goals and Policies
    The company aims to be a real estate development leader with manage-ment policies and strategies to develop ultimate single estate and condominium projects are as follows;
    1. The project location must be capable to support the community expansion, ac-cessible to transportation system and modern mass transit system.
    2. Create project diversity for alternative models to suit customers’ demand in con-dominium and built-house estate projects.
    3. Create a company reputation by providing the good product designs for serving customers’ demand in modernization and suitable space for daily use, using the qualified building materials for construction, to be satisfied by recent customers and be trusted for new customers.
    4. The reasonable cost and product pricing are important constrains in the market competition.
    5. The main target groups in single house projects are people who earn moderate to high income, for example, business people, business owners, investors and gov-ernment officers, prefer to have an emphasis living environment in safe and com-fortable area, particularly, the project where is sylvan and peaceful among nature.
    6. The main target groups in condominium projects are people who earn moderate to high income, for example, students and office worker who prefer living in urban area with an emphasis on modernity and convenience in travelling and mode of transportation.
    2. Operation Overview
    The company operation overview is primarily related to real estate development and hospital business expansion in operational management and services. To in-crease the business opportunities, the main businesses are segmented as follows:
    2.1 Property Development Business
    2.1.1) Business of land allocation and residential building for sale
    2.1.2) Condominium for sale
    2.1.3) Residential facilities management business
    Company development policies for each project are as follows.
    High priority in construction quality standards.
    Using good and qualified construction materials.
    Creates modern architectural designs to serve both of functional usage and styl-ishness.
    Creates an environmental concern and awareness in every project.
    Location selection must result the potential areas where taking into account for convenience in mobility and transportation.
    The reasonable and equitable cost and product pricing.
    Provides high quality of after-sales services, for example, security services and facilities accommodation.
    2.2 Hospital Business
    The business is operated by MY HOSPITAL Co., Ltd, a 100% wholly-owned subsid-iary of our company which has invested in the private hospital and related busi-nesses in medical treatment. The business established in 2014 and has been oper-ated to the present with registered capital 510 million Baht and 5 subsidiaries in operation.
    However, the investment in the hospital business is for a business opportunity ex-pansion in another alternative business and will be managed by following to com-pany association’s policies. This potential business will encourage the company for new sources of investment while the main focus is still penetrated on real estate development.
    Business Supervision Policy
    The company has realized and considered the importance of operating the business under the principle of supervising the business in a good manner, and considering the regulations of The Securities and Exchange Commission as the main factors to establish the organization in order to have an efficient management system and become the foundation of the company's business growth. The important matters about the regulations of business supervision are divided into 5 groups, which are as follows:
    Shareholders' Rights The company has given importance to the rights of different groups of stakeholders by abiding to the regulations that the law has specified. In the year 2013, the company organized a General Meeting of Shareholders on 25th April, 2013. There were 6 directors who joined the meeting. In every Shareholders' meeting, the company grants the Thailand Securities Depository Co. Ltd., the registrar of the company, to send an invitation letter which has the details of the agenda, opinions of the board of directors, a complete detailed report of the past meeting, an annual report together with the documents used in the meeting and documents which are used when giving a proxy with clear instructions. The letters are sent to the shareholders 14 days in advance before the shareholders' meeting, and is advertised in the daily newspapers 6 days before the meeting date for 3 consecutive days to inform the shareholders in advance and to give enough time to prepare and study the information before attending the meeting. The letters are sent to all the shareholders whose names appear in the register of the shareholders on the date of the closure of the register of the shareholders.
    The company has informed the resolution of the Annual General Meeting of Shareholders of the year 2013 according to the rules and regulations of The Stock Exchange of Thailand through the website of The Stock Exchange of Thailand after the mentioned meeting.
    Treating the Shareholders with Equality The company gives importance in the Shareholders' meeting by specifying the policies to the management division to treat every shareholder with strict equality and also to act according to the conditions of the Stock Exchange of Thailand. The invitation to the Shareholders' meeting comprises of the meeting agenda, which will be sent to the shareholders in the country and abroad in advance and gives them the chance to give opinions and ask questions equality in the meeting according to the regulations of the meeting agenda.

    At the General Meeting of Shareholders on 25th April 2013, the company gave the rights to the minority shareholders enabling them to nominate individuals who have the qualities suitable to become directors of the company, and to enter into the process to be appointed as new company's directors instead of two former directors which are Ms. Vanida Matchimanon and Mr. Noppadol Anurakchaiwit who have completed their terms of holding the positions. The minority shareholders did not propose any names to be appointed as mentioned above.
    Therefore, the president of the meeting proposed to the general meeting of the shareholders to consider appointing 2 former directors who had completed their terms as the company's directors for another term. The meeting approved the proposal of the president of the meeting.

    The board of directors shall not allow directors, executive directors or staff to seek personal gain from, or to engage in activities that directly compete with the company or transactions that may lead to a conflict of interest with the company, and also the board of directors does not allow using internal information for personal gain in buying and selling company's shares during one month's period before the financial budget is publicized and 2 days after the financial budget has been disclosed. In the past year, the directors, executive directors and the staff have strictly acted according to the policy.
    The Role of the Stakeholders
    The company has given importance to the rights of different groups of stakeholders by specifying the policies to the management division to set the administration and management systems towards all different groups of stakeholders with equality so to create cooperation between the company and different groups of stakeholders which will create stability in operating the business in the long term. Besides, the company also gives importance in inspecting matters that could create conflict to the interests of the concerned individuals by specifying that the 'matters, which are made between two parties' must strictly comply with the regulations of the Stock Exchange of Thailand and The Securities and Exchange Commission. Regarding business competitors, the company does not violate or try to obtain secrets of business competitors by deceptive ways, and in the past year, the company did not have any disputes regarding matters of business competitors.
    The company's board of directors has specified the remuneration of the directors and executive directors. The remuneration of the directors and audit committee are made according to the resolution that has been approved from the shareholders' meeting. The details of the directors' and executive directors' remuneration has already been disclosed in the heading Directors' Remuneration Management.

    The rules of the company specify that there should be a board of directors' meeting at least 3 times per month. In each meeting in the year 2013, the management division also joined the meeting to give information on the results of the operation, propose matters, give information and beneficial suggestions and acknowledge the policies and decision of the board of directors enabling them to operate the policies and different plans quickly and efficiently.
    The company's board of directors has specified that the preparation of the financial budget be according to general accountancy that is certified in Thailand by choosing suitable accounting policies according to the regulations of the Stock Exchange of Thailand and ensuring that sufficient important information has been disclosed in the footnotes of the financial statement.
    Board Committees
    The structure of the directors of Everland (Public) Co. Ltd. comprises of the board of directors, audit committee and management executives.
    The Scope of Authority of the company's board of directors according to the company's rules:
    1. Manage the company and perform the duties according to the law, objectives and rules of the company and also the shareholders' meeting resolutions.
    2. Specify the interim dividend to the shareholders occasionally when the company has gained sufficient profit and also inform the next shareholders' meeting.
    3. Specify to reward or other types of requite benefits to staff or employees of the company or any individual who works for the company, which can either be done regularly or occasionally.
    4. The Chairman of the board or the director who has been assigned by the chairman of the board will fix the date, time and the location for the board of directors' meeting. The location of the meeting could be somewhere else aside from the company's main office.
    5. In the case the directors position are vacant which results in fewer numbers to form a quorum, the remaining directors can act in the name of the board of directors but only for organizing a shareholders' meeting to vote for directors to replace all vacant positions, and it must be done within 1 month from the date that the directors were vacant.
    6. Assign one director or many directors or other individuals to act one way or the other on behalf of the board of directors.
    7. Appoint a number of directors according to suitability to become the executive board by giving the authority to control and supervise the company's business according to matters that the directors have assigned, and from this number, appoint one director to be the president.
    8. The board of directors has the authority, according to the suitability, to invite a person to be a consultant in giving opinions to the board of directors regarding the company's business, and arrange for shareholders' meeting, prepare board of directors' meeting report and shareholders' meeting report.
    9. Arrange the Annual General Meeting of shareholders within 4 months from the last date of company's accounting year, arrange the invitation to the meeting together with details and deliver to the shareholders.
    10. Prepare balance sheet account and profit and loss account on the last date of company's accounting year and propose at the Annual general meeting of shareholders for approval.
    Authority and Functions of Audit Committee
    1. Be responsible for all the work of the company according to the policy of the company's board of directors.
    2. Create vision and specify obligations to determine the path of operating and developing the organization on a long-term basis.
    3. Be responsible for the company's turnover and develop the business completely in the long run to get suitable economic rate of return, which can be compared to businesses in the same industry.
    4. Develop the company to do business with morality, act according to the rules, ethics and good culture.
    5. Develop the organization and personnel to be knowledgeable with full potentiality, create an organizational culture and professional ethics.
    However, the mentioned authority and duties of the managing director do not include approving matters between the company and himself or an individual that could have a conflict of interests or stakeholders. The authority in approving matters must be acted according to the company's corporate governance, rules of stock and Stock Exchange, conditions of The Stock Exchange of Thailand and also the rules and regulations that are concerned with the company's business.
    Searching for Directors and Executive Directors
    A.
    Nomination of the company's directors must be done at the shareholders' meeting according to these rules and methods:
    -
    One shareholder has one vote equal to one share per one voice.
    -
    On selection of the directors, the method of voting for an individual director one person per time, or many people per time could be applied according to the suitability in the shareholder's meeting, but when reaching the resolution each time, the shareholder must vote with all scores according to No. 1, and votes cannot be shared to any individual whether more or less.
    B.
    In every annual general meeting, the directors will resign from the position in the ratio of one-third. If the number of directors cannot be divided by one third, then the number should be closest to one third. The directors who have retired from this position can be reappointed for this position again.้
    The directors that resign from the position in the first and second year after the selection of new directors and the court has cancelled the restoration of the business, then draw lots and see who will retire. Then in the following years, the director who had held the position for the longest time will retire from the position.
    C.
    The company has 9 directors, which comprise of 4 directors that have been appointed externally and 5 directors from major shareholders and/or 5 directors from the management division.
    External Directors
    1. Mr.Kamtorn Udomritthiruj
    2. Miss Vanida Majjimanonda
    3. Mrs. Supatdra Chuarot
    4. Miss Sunsiri Chaijareonpat
    Directors from Major Shareholders and/or Management Division
    1. Mr.Khumsup Lochaya
    2. Mr.Swechak Lochaya
    3. Mr. Pradej Kitti-itsaranon
    4. Mr.Noppadol Anurukchaivit
    5. Mr.Apichai Pochakaparipan
    Supervision of Sub-Company Operations
    In 2013 at the board of directors' meeting No. 1/2013 on 27th February 2013, Mr. Khumsap Lochaya was appointed as the director of My Resort Holding Co. Ltd. and The Villa (Huahin) Co. Ltd. which are sub-companies established from investing in 99.99% shares from the former shareholders of My Resort Holding Co. Ltd. and The Villa (Huahin) Co. Ltd. as approved from the annual general meeting of the shareholders for the year 2013 on 25th April, 2013.

    The board of directors have a policy to appoint an individual to be the company's representative to become the sub-company's director for supervising and managing and being responsible for the sub-companies' operations, and also control or participate in determining the policies that are important for the business to attain the highest benefit for that sub-company, by having the scope of authority and responsibility in controlling and being involved in supervising and taking care of financial matters. Also supervising the sub-company to have regulations in matters that are connected or matters between people that are concerned about acquisition or disposition of assets or any other matters, and all the matters to be done correctly and completely. Information is arranged and accounts are correctly and completely recorded so the company can be inspected by using the guidelines that conforms similarly to the parent company and is done according to the specifications of the Stock Exchange of Thailand and the concerned divisions.
    Auditor's Compensation
    1. Audit Fee
    The company and sub-companies audit fee from PV Audit Co. Ltd. was a total amount of 1,405,000 Baht for the financial year 2013.
    2. Non-Audit Fee
    Everland Co. Ltd. paid compensation for other services, which consisted of preparing financial data as if making a new one to PV Audit Co. Ltd. the total amount of Baht 100,000 for the financial year 2013.

    Remarks: In 2013, ANS Audit Co. Ltd., the auditor of Everland (Public) Co. Ltd., has adjusted the office's operational structure by establishing a new auditing company, PV Audit Co. Ltd. and has transferred the auditing work for the financial year 2013 of Everland (Public) Co. Ltd. and sub-companies to PV Audit Co. Ltd.. The Securities and Exchange Commission have approved PV AUDIT CO. LTD..
    Board Committees
    The structure of the directors of Everland (Public) Co. Ltd. comprises of the board of directors, audit committee and management executives.
    The Scope of Authority of the company's board of directors according to the company's rules:
    1. Specify the interim dividend to the shareholders occasionally when the company has gained sufficient profit and also inform the next shareholders' meeting.
    2. Specify the interim dividend to the shareholders occasionally when the company has gained sufficient profit and also inform the next shareholders' meeting.
    3. Specify to reward or other types of requite benefits to staff or employees of the company or any individual who works for the company, which can either be done regularly or occasionally.
    4. The Chairman of the board or the director who has been assigned by the chairman of the board will fix the date, time and the location for the board of directors' meeting. The location of the meeting could be somewhere else aside from the company's main office.
    5. In the case the directors position are vacant which results in fewer numbers to form a quorum, the remaining directors can act in the name of the board of directors but only for organizing a shareholders' meeting to vote for directors to replace all vacant positions, and it must be done within 1 month from the date that the directors were vacant.
    6. Assign one director or many directors or other individuals to act one way or the other on behalf of the board of directors.
    7. Appoint a number of directors according to suitability to become the executive board by giving the authority to control and supervise the company's business according to matters that the directors have assigned, and from this number, appoint one director to be the president.
    8. The board of directors has the authority, according to the suitability, to invite a person to be a consultant in giving opinions to the board of directors regarding the company's business, and arrange for shareholders' meeting, prepare board of directors' meeting report and shareholders' meeting report.
    9. Arrange the Annual General Meeting of shareholders within 4 months from the last date of company's accounting year, arrange the invitation to the meeting together with details and deliver to the shareholders.
    10. Prepare balance sheet account and profit and loss account on the last date of company's accounting year and propose at the Annual general meeting of shareholders for approval.
    Authority and Functions of Audit Committee
    1. Verify for the company that the financial report is sufficient and correct.
    2. Verify that the company has suitable Internal control and Internal audit with efficiency and consider the independence of the Internal control sector and approve the appointment, dismissal and lay off the head of the Internal audit sector or any other sectors that are responsible for Internal audits.
    3. Verify that the company acts according to the laws of stock and the Stock Exchange, conditions set by the Stock Exchange and laws regarding the company's business.
    4. Consider, select and propose to appoint an individual who is independent to act as the company's auditor and propose the remuneration of the mentioned person, also attend a meeting with the auditor without the management division at least once a year.
    5. Consider matters that are connected or matters that could have a conflict of interest to conform to the law and conditions of the Stock Exchange ensuring that the mentioned matters are reasonable and are of the highest benefit for the company.
    6.
    Prepare a report of the audit committee and enclose it in the company's annual report. The mentioned report must be signed by the president of audit committee and must be comprised of the following information:
    (a) Opinion about accuracy, completeness and reliability of the company's financial report.
    (b) Opinion regarding sufficiency of company's internal control.
    (c) Opinion regarding acting according to the rules of stock and Stock Exchange, conditions of the Stock Exchange or rules regarding the company's business.
    (d) Opinion regarding the suitability of the auditor.
    (e) Opinion regarding matters that could be a conflict of interests.
    (f) Number of audit committee's meetings and attendance of the meeting of each audit committee member, overall opinions and remarks that the audit committee has received from performing their duties according to charter 299.
    (g) Other matters that the shareholders and general investors should be informed under the scope of duty and responsibility that was assigned by the company's board of directors.
    7. Other duties that the company's board of directors has assigned with the approval from the audit committee.
    Authority and Duties of the Managing Director
    1. Be responsible for all the work of the company according to the policy of the company's board of directors.
    2. Create vision and specify obligations to determine the path of operating and developing the organization on a long-term basis.
    3. Be responsible for the company's turnover and develop the business completely in the long run to get suitable economic rate of return, which can be compared to businesses in the same industry.
    4. Develop the company to do business with morality, act according to the rules, ethics and good culture.
    5. Develop the organization and personnel to be knowledgeable with full potentiality, create an organizational culture and professional ethics.
    However, the mentioned authority and duties of the managing director do not include approving matters between the company and himself or an individual that could have a conflict of interests or stakeholders. The authority in approving matters must be acted according to the company's corporate governance, rules of stock and Stock Exchange, conditions of The Stock Exchange of Thailand and also the rules and regulations that are concerned with the company's business.