annualreport2014

Annual ReportExpressway Authority of Thailand 2014EXAT partner of road users 1543 EXAT Call Center www.exat.com

3 Direction Contents 4 Financial Overview 6 Message from the Chairman 7 EXAT's Board of Directors 22 Organization Structure and Manpower 30 Practical Ethics 24 EXAT's Ethics 31 Human Resource Development 32 Corporate Governance Guidelines 62 Audit Committee Report 64 Report on Performance Analysis 66 Internal Control 72 Performance on Corporate 68 Risk Management Social Responsibility 69 Research and Development of Expressway Service 75 Annual Performance in Year 2014 84 IAndfhoermreantcioentoActhteB.OE.f2fi5c4ia0l (1997) 88 Auditor's Report and Financial Statements 90 Financial Statement 96 Notes to The Finacial Statement 113 Significant Statistics 122 Expressway map



3Direction EXAT Direction Vision To be a worthy alternative means of transport marked with advanced development and environmental concern. Mission 1. To provide, develop/improve the expressway in line with the required standards and safety. 2. To provide innovative and value-added services. 3. To efficiently manage its assets in order to promote competitiveness of expressway business and social benefits. 4. To develop the management system and investment in order to add organizational values. Implementation Strategy Strategy 1 : Develop business and services as well as promote efficient usage of resources aiming to generate income, enhance service quality and solve traffic problem Strategy 2 : Increase the efficiency of maintenance, safety precautions and environmental quality aiming at minimizing loss and enhancing good quality of life to customers, general public and society as a whole. Strategy 3 : Develop management and good corporate governance in order to enhance efficiency and effectiveness of working system as well as its business performance and organization image including strengthen personnel’s competency and good quality of life Strategy 4 : Create knowledge base and innovations in expressway. ANNUAL REPORT 2014

4EXAT Financial Overview Financial Overview Unit : Million Baht ITEM 2014 2013 Increase (decrease) Amount Percent Performance (for the year ended 30 September) 15,366.92 14,515.91 851.01 5.86 7,811.41 7,926.82 (115.41) (1.46) Total Revenue 7,555.51 6,589.09 966.42 14.67 Total Expense Net Profit 183,912.95 181,743.46 2,169.49 1.19 Financial Status (as of 30 September) 77,267.96 79,800.42 (2,532.46) (3.17) Total Assets 106,644.99 101,943.04 4,701.95 4.61 Total Liabilities Equity Times 0.86 0.61 0.25 40.98 Financial Ratio Times 0.42 0.44 (0.02) (4.55) Current Capital Ratio Times 0.72 0.78 (0.06) (7.69) Total Liabilities/Total Assets Times 4.45 4.44 1.01 22.75 Liabilities/Equity Times 0.98 0.63 0.35 55.56 Interest Coverage Times 0.08 0.07 0.01 9.59 Debt Service Coverage Times 0.07 0.07 0.00 2.94 Fixed Assets Turnover 55.54 53.66 1.88 3.50 Total Assets Turnover % 57.22 52.99 4.23 7.98 Operating Return % 4.13 3.61 0.52 14.40 Return from Net Profit % 7.24 6.67 0.57 8.55 Return from Total Assets % 10,382.27 9,618.87 763.40 7.94 Net Return on Equity Million Baht Earning Before Interest Depreciation and Amortization (EBIDA) Source : Accounting Division, Treasury and Accounting Department Dated September 30, 2014 ANNUAL REPORT 2014

5Financial Overview EXAT Financial Status Unit : Million Baht Current Assets 2010 2011 2012 2013 2014 Increase (Decrease) % Fixed Assets 8,200.18 9,316.92 7,968.78 6,776.81 10,261.65 Increase (Decrease) % 21.58 13.62 (14.47) (14.96) 51.42 Other Assets 170,315.97 170,612.68 Increase (Decrease) % 167,209.37 170,692.78 (0.22) 169,980.11 Total Assets 0.35 2.08 4,944.47 0.17 (0.37) Increase (Decrease) % (11.70) 4,353.97 Total Liabilities 14,484.90 5,599.77 183,229.22 (11.94) 3,671.19 Increase (Decrease) % (9.99) (61.34) (1.28) 181,743.46 (15.68) Total Equity 185,609.47 87,696.93 183,912.95 Increase (Decrease) % 189,894.45 (2.26) (7.11) (0.81) Total Liabilities & Equity 0.22 94,413.00 95,532.29 79,800.42 1.19 Increase (Decrease) % 77,267.96 91,615.76 3.05 4.75 (9.00) Financial Performance (5.59) 91,196.47 183,229.22 101,943.04 (3.17) 106,644.99 Total Revenue 98,278.69 (7.21) (1.28) 6.71 Increase (Decrease) % 6.33 185,609.47 181,743.46 4.61 Total Expense 183,912.95 Increase (Decrease) % 189,894.45 (2.26) (0.81) Net Profit (Loss) 0.22 1.19 Increase (Decrease) % Unit : Million Baht Financial Ratio 2010 2011 2012 2013 2014 Current Assets/Current Liabilities (Times) 8,918.48 12,0.96.14 12,901.71 14,515.91 15,366.92 Total Liabilities/Total Assets 17.36 35.63 6.66 12.51 5.86 (Times) Total Liabilities/Equity 5,832.16 6,574.93 7,059.45 7,926.82 7,811.41 (Times) 15.76 12.74 7.37 12.29 (1.46) Return on Net Profit/Total Assets (Average) % 3,086.32 5,521.21 5,842.26 6,589.09 7,555.51 Return on Net Profit/Equity 20.50 78.89 5.81 12.78 14.67 (Average) % 2010 2011 2012 Unit : Million Baht 0.47 0.62 0.49 2013 2014 0.48 0.51 0.48 0.93 1.04 0.92 0.61 0.86 1.63 2.94 3.17 3.24 5.83 6.26 0.44 0.42 0.78 0.72 3.61 4.13 6.67 7.24 Source : Accounting Division, Treasury and Accounting Department Dated September 30, 2014 ANNUAL REPORT 2014

6EXAT Message from the Chairman Message from the Chairman Expressway Authority of Thailand (EXAT)’s main mission is to alleviate traffic problem. It aims to provide convenience, rapidity and time saving in line with its vision “To be a worthy alternative means of transport marked with advanced development and environmental concern”. In 2014, Expressway Authority of Thailand intended to continuously develop efficient services through the link road between the Si Rat Expressway Sector D (Asoke-Sri Nakarin) and Chaturathit Road Section C, which is recently opened to the general public. This link road aims to resolve traffic problem and facilitate regular road users of Chaturathit Road driving from Victory Monument, Si Ayudhaya, Rajaprarob, Petchburi, Din Daeng Road to be accessible to Si Rat Expressway Sector D (Asoke-Sri Nakarin) and heading to Charong Rat Expressway, the Suvarnabhumi Airport and Motorway No.7. Focusing on the management, EXAT plans to extend expressway service to the main regional cities by means of enhancing service efficiency of safety, rescue and traffic management. In response to urban society, mobile application has been innovated and named after as EXAT ITS abbreviated from Expressway Authority of Thailand and Intelligent Transportation System respectively. The said application could be downloaded in iOS, android of smartphone, tablet, etc. free of charge, aiming to facilitate the use of expressway. Expressway users enables to check real time traffic condition of all expressways, calculate travel distance and obtain early warning of accidental area so as to avoid the said route. In addition to expressway network development and services, EXAT also continuously launched corporate social responsibility activities such as Sharing Smile to Kids whose residences are close to expressway, Expressway for the Youths, Fighting the Cold Wind Campaign, Bikes for Thai Kids, Dream-Weaving for Thai Kids and Magic Box, etc. It aims to encourage all EXAT’s permanent and temporary employees, expressway users and the public to participate in the said campaigns and activities, which will result in EXAT’s good and reliable image in the eyes of public. Employees also have sense of pride which would enhance their work efficiency as well. It is considered significant to help develop organizational work system as a whole so as to move forward to high performance organization in the near future. Previously EXAT’s operation was carried out based on the principles of good corporate governance coping with efficient performances undertaken by EXAT’s executives, permanent and temporary employees. Organization strength were put into practice for expressway network development and value-added services to create maximum benefit in national transportation. General General Patamapong Pathompat ANNUA L REPOR T 2014 Chairman

7EXAT's Board of Directors EXAT EXAT's Board of Directors Air Chief Marshal Sumet Photimanee Chairman Appointed Date Work Records - Commander, Donmuang RTAF Base July 2, 2013-April 5, 2014 Commander Date of Birth - Commander, Royal Thai Air Force Commando Company April 6, 1949 - Director, the Directorate of Education Position and Training Director Retired Government Official - Chief of Staff Officer to Permanent Secretary of Defence Minister Education - Chairman of Board of Directors, Airports of Thailand Public Company Limited Bachelor Degree - Bachelor of Engineering (Electrical Engineering) Royal Thai Air Force Academy ANNUAL REPORT 2014

8EXAT EXAT's Board of Directors General Patamapong PaCthhoamirmpaant Appointed Date Education Bachelor Degree July 21, 2014 – September 9, 2014 - Bachelor of Science (B.Sc.) Date of Birth Chulachomklao Royal Military Academy, June 21, 1954 Class 23 Degree Position - National Defence College Course Army Special Qualified General (General Rank) Class 50, National Defence Studies Institute Director, 2nd Army Rehabilitation and Recreation Work Records Center, Suanson Pradipat and Army Sport Development Center, Suanson Pradipat - Commanding Officer, 11th Engineering Department - Commanding General, Engineering Division - Chief, Engineering Department - Commanding General, Engineering Department - Director, Engineering Department ANNUAL REPORT 2014

9EXAT's Board of Directors EXAT Mrs. Urai Romphotiyok Member Representing Ministry of Finance Appointed Date - Senior Executive Course : Leadership in Talent Leader with Vision, Class 45 Office of the Civil November 29, 2011-August 31, 2014 Service Commission - Management Information Officer (CIO), Date of Birth Class 21, Ministry of Information and Communication Technology August 27, 1954 - Politics and Governments in Democratic Systems for Executives Course, Class 10, King Position Prajadhipok’s Institute - ProgramforSeniorExecutiveonCriminalJustice Advisor of Accounting System Development Administration, Class 13 Office of Courts Comptroller General’s Department, Ministry of of Justice Finance - Director Certification Program (DCP) Other State Enterprise Members (Class115)ThaiInstituteofDirectorsAssociation - Board Member representing Ministry of Finance (IOD) in TOT Public Company Limited - AuditCommitteeProgram(ACP)class:38/2012 - Board Member representing Ministry of Finance Thai Institute of Directors Association (IOD) inMFCAssetManagementPublicCompanyLimited - Corporate Governance for Directors and Top Executives of State Enterprises and Education Public Organizations (Class 8), Public Director Institute (PDI) Bachelor Degree - Bachelor of Accountancy (Accounting), University Work Records of the Thai Chamber of Commerce Master Degree - Accountant8,ComptrollerGeneral’sDepartment - MasterPrograminAccountancy(CostAccounting), - Director of Public Accounting System, Chulalongkorn University Comptroller General’s Department Diploma - Director of the Office of Public Accounting - Strategic Performance Based Budgeting Standards, Comptroller General’s Department and Output Based Costing (Faculty of Political - Deputy Comptroller General, Comptroller Science, Chulalongkorn University) General’s Department - MOF Executive Program 2005, Ministry of Finance and Fiscal Policy Research Institute Foundation - ProgramforDevelopingLeadertobeaProfessional Leader for Senior Executive of Ministry of Finance ANNUAL REPORT 2014

10EXAT EXAT's Board of Directors Mr. Narin Kalayanamit Member Representing Ministry of Finance Appointed Date - Development of Organization Leadership under Globalization Program, Fiscal Policy Research September 22 – 30, 2014 Institute in collaboration with The Kellogg School of Management and The Maxwell School of Date of Birth Citizenship and Public Affairs - Politics and Governments in Democratic November 22, 1958 System for Executives Class 15, King Prajadhipok’s Institute Position - Director Certification Program (DCP) Class 167, Thai Institute of Directors Association (IOD) Inspector General, Ministry of Finance - Chief Executive Program Class 16, Capital Other State Enterprise Member Market Academy Board Member of Asia-Pacific Potash Corporation Co,.Ltd. Education Work Records Bachelor Degree - Political Science, Delhi University - Department Secretary (General Administrative Master Degree Officer8),SecretariatoftheDepartment,Customs - Management and Human Relations, Abilene Department Christian University TEXAS, USA - Director of Bonded Warehouse Section (Customs Degree Inspector 9), Customs Privilege Office, Customs - National Defence College Course Class 50, Department National Defence College, National Defence - Expert in Customs Privilege (Duty Assessment Studies Institute Official 9), Customs Privilege Office, Customs Diploma Department - Advanced Local Affairs Executive Officer Program - Director of Customs Audit Office (Customs Class 50, Interior College, Damrongrajanupab Inspector9),DutyAuditOffice,CustomsDepartment Institute of R&D, Ministry of Interior - Deputy Director-General, Customs Department - Mini Master of Management Program Class 34, (Junior Executive) NationalInstituteofDevelopmentAdministration - Advisor in Customs Privilege System Development (NIDA) (Qualified Customs Officer) ANNUAL REPORT 2014

11EXAT's Board of Directors EXAT Mr. Sathit Laohacharoenyot Member Representing Ministry of Transport Appointed Date Work Records January 3, 2013-September 30, 2014 - Civil Engineer 7, Lampang Highway Construction Center, Highway Construction Office 3 Date of Birth - Civil Engineer 7, Lomsak Highway Construction October 6, 1953 Center, Highway Construction Office 3 - Civil Engineer 8, Lomsak Highway Construction Center, Highway Construction Office 3 Position - Director of Lampang Highway Maintenance Office 2, Bureau of Highway 1 Deputy Director-General, Department of - Engineer, Chiang Mai Highway 3, Bureau Highways of Highway 1 Education - Deputy Director, Bureau of Highway 1 - Director, Bureau of Highway 1 Bachelor Degree - Bachelor of Engineering (Civil Engineering), Chiang Mai University ANNUAL REPORT 2014

12EXAT EXAT's Board of Directors Member RepMrers.enStoinmgsBaukreCahuootfrathtetaBnuadsgierti Appointed Date Work Records October 28, 2011-September 30, 2014 - Budget Analyst 8 - Budget Strategy Expertise (Budget Analyst 9) Date of Birth - Director, Economic Sector Budget Preparation Office 4 September 13, 1957 - Director, Social Sector Budget Preparation Office 1 Position - Senior Advisor, Bureau of the Budget - Deputy Director General, Bureau of the Budget Director General, Bureau of the Budget Education Bachelor Degree - Bachelor of Arts (Political Science), Kasetsart University Master Degree - Master of Public Administration (Public Administration), - National Institute of Development Administration Degree - Degree of National Defence College, National Defence College Diploma - Director Certification Program (DCP) Class 113, Thai Institute of Directors Association (IOD) - Audit Committee Program (ACP) Class 33, Thai Institute of Directors Association (IOD) ANNUAL REPORT 2014

13EXAT's Board of Directors EXAT EMMcero.mnCobmehraicRneavpnitrdeAsSemoncatiiatnalgDmtehaveteuOlocfpfhimcaeerntoitfBtohaerNdational Appointed Date - Middle Management, Office of the Civil Service Commission October 21, 2011-September 30, 2014 - Director Certification Program (DCP), Class109, Date of Birth Thai Institute of Directors Association (IOD) - Top Executive Program in Commerce and March 18, 1956 Trade (TEP CoT), Class 4, Commerce Academy - The 4 Imperatives of Great Leaders Program, Position Office of the Civil Service Commission - Cross-BorderInfrastructureinaMarketEconomy Deputy Secretary General National Economic Program, Phnom Penh, Cambodia and Social Development Board - Audit Committee Program (ACP) Class 39/2012, Other Members Thai Institute of Directors Association (IOD) - Board Member of PTT Public Company Limited Education Work Records Bachelor Degree - Director, Infrastructure Division - Bachelor of Arts (Economics), Chiang Mai (Plan and Policy Analyst 8) University - Secretary (Administrative Officer 8) Master Degree - Director, Infrastructure Project Office - Master of Public Administration (Plan and Policy Analyst 9) (Development Economics), National Institute - Director, Competitiveness Development Office of Development Administration (Plan and Policy Analyst 9) Degree - SeniorAdvisorinPolicyandPlan(PlanandPolicy - Degree of National Defence College, Analyst, Advisory Level) Class 50, National Defence College Diploma - Public Economics Management for Executives, Class 5, King Prajadhipok’s Institute ANNUAL REPORT 2014

14EXAT EXAT's Board of Directors MPeoml.bGereRne.pWreosernatpinognRgoyCHahleeTawhdaqpiurPaeorctlihecraes Appointed Date Work Records October 21, 2011-September 30, 2014 - Commander, General Staff Division Office of Logistics Date of Birth - Deputy Commissioner-General, Central Investigation Bureau Acting Chief of Investigation October 12, 1954 in Royal Thai Police Headquarters Operation Position - General, Royal Thai Center and Acting Deputy Director-General Police oPrfoPvienaccees Reinforcement in Southern Border Deputy Commissioner Headquarters - Commissioner, Provincial Police Region 7 Bureau Education Royal Thai - Commissioner, Central Investigation Bureau - Commissioner, Metropolitan Police Bureau Bachelor Degree Police - Assistant Commissioner General - Bachelor of Political Science, - Senior Advisor (10) (Investigation) Cadet Academy, Sampran Master Degree - Master of Public Administration (Best Honor), National Institute of Development Administration Diploma - Director Certification Program (DCP), Class141, Thai Institute of Directors Association (IOD) ANNUAL REPORT 2014

15EXAT's Board of Directors EXAT Prof. Kumchai Jongjakapun Qualified Member Appointed Date Master Degree - LL. M in International Business Law (With Merit) November 1, 2011- July 20, 2014 University College London (UCL) Date of Birth University of London Graduate Degree August 25, 1960 - Ph.D. ,King’s College London (KCL) Position University of London Diploma Thammasat University - Barrister-at-Law, Institute of Legal Education, Thai Bar - Professor. Faculty of Law Association - Director of International Commercial Law Program, - Director Certification Program (DCP), Faculty of Law Thai Institute of Directors Association (IOD) - Head of International Commercial Law, Faculty of Law - Audit Committee Program (ACP), - Member of SunyaThammasak’s Fund Thai Institute of Directors Association (IOD) Others - Corporate Governance program for Directors and Top - Law Reformation Member Executives of State Enterprises and Public Organization - Advisor to Election Commission Member (Class 12), Public Director Institute (PDI) - Deputy Director of Pearl S. Buck Foundation(Thailand) - University Top Executive Program (Class 7), Ministry of - Qualified Member of the Securities and Exchange University Affair Commission - Sub-committee of Law and Regulation, the Office of National Anti-Corruption Commission Work Records - Chairman of Audit Committee, EXAT - Chairman of Independent Board, EXAT 1. Thammasat University Related - Qualified Member of Board of Directors, EXAT - Dean, Faculty of Law - Sub-committee of Royal Police Management Inspection for - Vice Rector, Student Affair appealing cases - Vice Rector, Human Resource Management - Law Advisor Subcommittee, National Broadcasting and - Assistant to the Rector, Legal Affair Telecommunications Commission - University Council Member (Executive Representative) - Member of Law Adustment and Development for AEC - Acting Manager of the Property Management Office Readiness,House of Representative - Advisor to Thammasat Saving Co-operative 2. Others - Qualified Member of Public Debt Policy and Management Committee, Ministry of Finance Education - Qualified Member of Court of Justice Committee - Qualified Member of Constitutional Court Bachelor Degree - Commission Member, Office of Electronic Transanctions - Bachelor of Laws (Hons.), Thammasat University - Member, National Policy Committee on Legal Reform - Bachelor of Arts (Political Science), Ramkhamhaeng - Sub-committee for National Human Rights Commission. University ANNUAL REPORT 2014

16EXAT EXAT's Board of Directors Pol. Maj. Gen. SurasitQSuaanlifgiekdhaMpehmobnegr Appointed Date - Successful Formulation and Execution of Strategy November 1, 2011-July 19, 2014 (SFE) Thai Institute of Directors Association (IOD) - Pillar for The Kingdom Program, Under His Royal Date of Birth Graciousness, King Bhumibol, Class1 October 7, 1951 - HowtoMeasuretheSuccessofCorporateStrategy Program(HMS)Program,ThaiInstituteofDirectors Position Association (IOD) Retired Government Official - Advanced Management of National Security, Class 14, National Defence College Education Bachelor Degree Work Records - Bachelor of Political Science, Royal Thai Police Cadet Academy - Commander,NonthaburiProvincialPoliceStation Master Degree - Commander, Highway Police - Master of Arts (Social Development), - Commander, Crime Suppression Division Kasetsart University - Director General, the Government Lottery Office Degree - Deputy Commissioner, Provincial Police Region 6 - National Defence College: 2004 - DeputyCommissionerGeneral,OfficeofCommissioner Diploma General, Royal Thai Police Headquarters - Director Certification Program (DCP), - ChiefExecutiveOfficer,GlobalPSLottoInvestment Class 157/2012, Thai Institute of Directors (Uganda) Co., Ltd. Association (IOD) - Coordinator, Global PS Mining Co., Ltd. - Corporate Governance for Directors and - Member, the Board of World Lottery Association Top Executives of State Enterprises and Public (WLA) Organizations, (Public Director Institute : PDI) - Member,theBoardofAsiaPacificLotteryAssociation - Director Accreditation Program (DAP), Thai (APLA) Institute of Directors Association (IOD) - Member,theBoardofRoyalThaiPoliceAssociation - Audit Committee and Continuing Development - Member,theBoardofRoyalPoliceCadetAcademy Program (ACP), Thai Institute of Directors Association Association (IOD) ANNUAL REPORT 2014

17EXAT's Board of Directors EXAT Asst. Prof. Waressara Weerawat Qualified Member Appointed Date Work Records July 21 – September 30, 2014 - Deputy Dean for Academic Affairs, Faculty of Engineering, Mahidol University Position - Deputy Dean for Student Affairs, Faculty of Professor, Logistics Innovation Center Engineering, Mahidol University Department of Engineering Mahidol University - AssociateDirector,CenterforLogisticsManagement, Faculty of Engineering, Mahildol University Education - AssociateDepartmentHead,IndustrialEngineering Bachelor Degree Department, Mahidol University - Industrial Engineering (Honors) Mahidol University, Thailand 1994 - Board of Division, Faculty of Engineering, Mahidol Master Degree University - Industrial Engineering, USA 1996 Doctoral Degree - Director, Logistics Innovation Center, Faculty of - Industrial Engineering, USA 2003 Engineering, Mahildol University ANNUAL REPORT 2014

18EXAT EXAT's Board of Directors Mr. Plakorn Wanglee Qualified Member Appointed Date Work Records July 21 – September 30, 2014 - Management Associate, International Banking, California Bank, San Francisco Date of Birth - Assistant Marketing Manager, Proctor & Gamble April 21, 1966 (Thailand) Co.,Ltd. - ChiefofInvestmentBankingGroup,Telecommunication& Position Communications and Infrastructure, Ake Thanakij Vice President Funding Public Company Limited Head of Corporate and Institutional Clients - Director and Head of Thanakij Corporation, Telecommunication & Communications, ABN AMRO Education N.V, Branch of Thailand Bachelor Degree - Department Director of ABN AMRO N.V, Branch of - Faculty of Commerce and Accountancy Thailand (Accounting) Chulalongkorn University - Chief Executive Office Royal Bank of Scotland N.V, Master Degree Branch of Thailand - MBA, San Francisco State University, USA ANNUAL REPORT 2014

19EXAT's Board of Directors EXAT AQiuraMlifaierdshMaelmBbaenrjong Klainasut Appointed Date Work Records July 21 – September 30, 2014 - Director of Air Force Base Division, Directorate of Civil Engineering Date of Birth - Director of Factory Division, Directorate of Civil May 1, 1954 Engineering Position - Chief of Staff, Directorate of Civil Engineering - Deputy Director, Directorate of Civil Engineering Senior RTAF Expert - Air Force Special Qualified General - Director, Directorate of Civil Engineering Education Bachelor Degree - Mechanical Engineering Royal Thai Air Force Academy Diploma - Civil Engineering Program Class 15 - Commander Leading the Mass Program Class 58 - Air Force Command and General Staff Class 35 - Royal Thai Air Force War College Class 37 ANNUAL REPORT 2014

20EXAT EXAT's Board of Directors MemMbr.eAr iaynadnaSteTcirneatparayi Appointed Date - Senior Executive Program on Administrative Justice, Class 2, Administrative Justice November 8, 2011-September 30, 2014 Development Institute, Office of the Administrative Courts Date of Birth - Corporate Governance Program for Directors March 9, 1959 and Top Executives of State Enterprises and Public Organizations, (Public Director Institute Position : PDI) Governor, the Expressway Authority of Thailand Education Work Records Bachelor Degree - Counselor 7, Head of Right of Way Maintenance - Bachelor of Laws (Honours), Section 1, Property Development and Right of Ma sterRDaemgkrheaemhaeng University Way Maintenance Division, Land Acquisition A dva- ncMeadstDeirpolofmLaaws, Ramkhamhaeng University Department - AdvancedCertificateCourseinPublicAdministration andLawforExecutives,Class10,KingPrajadhipok’s - Counselor 7, Head of Civil Litigation Section, Institute Litigation & Disciplinary Division, Legal Diploma Department - Barrister-at-Law, Institute of Legal Education, Thai Bar Association - Counselor 7, Head of Administration Litigation - Graduate Diploma Program in Business Law, Section, Litigation & Disciplinary Division, Legal Thammasat University Department - Graduate Diploma in Public Law, Class 10, Thammasat University - Counselor 7, Acting Director of Litigation - Certificate Course in Political Leadership in the Division, Legal Department New Era, Class 1, King Prajadhipok’s Institute - Executive 8, Director of Litigation & Disciplinary - Micro MBA, Thammasat University Division, Legal Department - Mini MBA, Thammasat University - Director Certification Program (DCP), Class 131, - Executive8,DirectorofLitigationDivision,Legal Department Thai Institute of Directors Association (IOD) - Executive 8, Director of Litigation Division, Legal Department and Acting Director of Legal Department - Executive 9, Director of Legal Department - Deputy Governor for Law and Land Acquisition, Expressway Authority of Thailand ANNUAL REPORT 2014

Expressway Authority of Thailand

22EXAT Organization Structure and Manpower Organization Structure and Manpower Gผoวู้ vา่ eกrาnรor of GOoffviecrenor EngEinxepererisnsgwRaeysSeyasrtcehmand Development Division and CGoennfeerreanl cAeffaDiirvision Public Relation Division Lnformation Division aBnudsinMeassrkDeetivnegloDpimviseionnt - DTreavffeicloSpymsteenmt SReecsteioanrch and -- GCeonneferarel SneccetioCno-ordinatio -- PMuabslsicRReelalatitoionnSeSectcitoionn - - -- LIESIDDnniexeibsffproovrsvareerreimmrcmlsyoesaapiwanSttmniiaaeoodetycnnintoRIiAStonneynSnffoSseeaterreclmeycmtsntiaoiicsotn einaonSnde c tio n -- BMuasrinkeestsinDgevSeelcotpiomnent Section - QDeuvalloitpymCeonnttrSoelactnidonStandard - CseocntfieornenceDocumentSection -- CPuobplpicoRraetlaetiSooncMiaeld ia Sec tion -- MCuasrtkoemt eRreRseealartcihonSeScetciotinon - RAedsmeianricshtraatniodnDSeevcetiloonpment Responsibility Section DepAudtymGinoisvterarnioonr for DeTpeucthynGicoavleArnffoarirfor DeputLyanGdovAecrqnuoirsiftoiornLaw & General Administration TreasuDryepaandrtmAcecnotunting PolicDyepaanrdtmPleanntning InformDaetpioanrtTmecehnnt ology LanDdepAacrqtmuiesintiton Personnel Division Finance Division PlaAnnnainlygsias nDdivPisrioojnect - Planning Section ComSypsutetemr ADpivpilsiicoantion Land Acquisition Division - Recruitment Section - Finance Section - - SEEennvgcitirniooennemrienngtaAlnAanlyasliyssi s - Computer System Application - Survey Section --- RFGreeignnigesetrraaBlteWionneelffSiaterSceetiScoetnicotnion --- ALDouisadbniutSrSseeecmcttieioonnnt 1 - ESecoctnioomn ic and Financial - SSCeeoccmttiipoounnte21r System Application --- VAPreporppirfeiacritasyatilAoScneqScuetiiscoittniioonn Section -- OEmccpulopyaeteioRneallastaiofentySection - SDeiscbtuiornse2ment Audit Analysis Section - DatabaseDevelopmentSection - ASepcpteioanl and Complaint aSencdtiHoenalthy Environment - MLaanndaAgceqmueisnittiSoenrvDiactea Accounting Division Evaluation Division CompuDteivrisOiopneration Section OffaicnedDoWfevHoeurlkomipnamgnSeRynesttseomurce - SAeccctoiounnting Processing -- SEtvaatliusatitcisonSeScetciotinon - Computer Control and -- PSSeyescrtsteoiomnnnDeleDveelvoeplmopemnten t - Cost Accounting Section - MCoaminpteuntearnNceetSweocrtkioSnection Property Development and Section Right of Way Maintenance Supply Service Division Budget Division -- PSuropcpulyreSmeecntitoSnection - Operation Budget Analysis Division 1 - CSSeeaccpttiiitooonnl Budget Analysis - Property Planning Section 1 - EBvuadlgueattiMononSietocrtiionng and - PropertyManagementSection1 - Revenue Collection Section 1 Revenue Audit Division - Rightof WayMaintenanceSection1 - Revenue Audit Section 1 - Rightof WayMaintenanceSection2 -- RReevveennuuee AAuuddiitt SSeeccttiioonn 32 - Rightof WayMaintenanceSection3 aCMnodarpnOoarrggaeatmenieGznaottviDoenirvniVasianolcnuee Property Development and - Corporate Governance Right of Way Maintenance - OSercgtainoinzation Value Management Section Division 2 - Property Planning Section 2 Governor 1 - Property Management Deputy Governor 5 Section 2 Assistant Governor 1 - Revenue Collection Section 2 Specialist 3 - Right of Way Maintenance Department Level 12 Departments Section 4 Division Level 39 Divisions - Right of Way Maintenance Section Level 152 Sections Section 5 - Right of Way Maintenance Section 6 ANNUAL REPORT 2014

23Organization Structure and Manpower EXAT GAossviestrannotr Specialist (Administration) Office of Audit Risk Management and Internal Specialist (Engineering) Control Division Specialist (Treasury) Audit Division 1 Audit Division 2 -- RRSeiissckktiMMonaannaaggeemmeenntt System Development -- AAuuddiitt SSeeccttiioonn 21 -- AAuuddiitt SSeeccttiioonn 54 Evaluation Section - Audit Section 3 - Audit Section 6 -- SCuoprepoSrytsSteymsteImnteInrntearlnCaol nCtoronltrSoelcSteiocntion ConstDruecptuiotyn GaonvdeMrnaoirntfeonr ance DfeopruOtypGeroavteiornnsor Legal Department ExpresswDaiyviCsioonnstruction MDaeipnatertnmaenncte TrDaefpfiacrCtmonetnrtol TDolel pCaorltlemcetniotn Litigation Division ExpressDwiaviysiEonng1ineering ExpresswDayiviMsiaoinntenance TrafficDMivaisnioangement Toll Collection Division 1 OfficePolafnOnpinegration - Administration Litigation - Expressway Engineering - Expressway Maintenance - Traffic Management Section 1 - Toll Collection Planning -- SCAerivbciitltiroLainttiigoantiSoenctSieocntion - SSEeexpccrtteiioosnnsw21ay Engineering - aPExlnapdnrenMsianswignatSeyencIantnisocpneecSteioctnion 1 -- TTrraaffffiicc MMaannaaggeemmeenntt SSeeccttiioonn 32 - Din Daeng Toll Collection Section - SSSaeeccfettiitooynnand Traffic Planning - ESexpcrteiosnsw3ay Engineering - aExnpdreMsaswinateynIannscpeecSteioctnion 2 - Bangna Toll Collection Section Legal Affair Division - Administration Section 1 - Bridge Maintenance Section ComRemscuuneicaantidonTrDaifvfiicsion - Dao Kanong Toll Collection - Contract Section - Rescue Section 1 Section -- LDeisgcailpAlinffaariyr SSeeccttiioonn ExpressDwiaviysiEonng2ineering PBruoipldeirntyg ManadinGteennaenracel - Rescue Section 2 - Sukhumvit 62 Toll Collection - SEexpcrteiosnsw4ay Engineering - Building MaintenanceSection1 - Rescue Section 3 Section - ESexpcrteiosnsw5ay Engineering -- GBueinldeinraglMProapinetertnyaMncaeinSteencatinocne2 - Traffic Communication - Sukhumvit Toll Collection Section -- ESAexdpcmrteiionsnsiswt6raaytiEonngSineecetiroinng2 and Gardening Section Section - Ram-Inthra Toll Collection Section - Pracha Uthit Toll Collection Section EquipmeSnetcMtiaoinntenance - At-Narong Toll Collection Section - Planning and Equipment GeneraDl iCviosniosntruction - STMoealclitnCiotoenlnle1acntcioenSEeqcutiiopnment Toll Collection Division 2 - Engineering Section - SToelcltCioonlle2ction Equipment - PrachaCheun Tol ColectionSection -- ACrocnhsittreuccttuioranl SSeeccttiioonn - TSreacftfiiocnControl Equipment - Ratchadaphisek Tol ColectionSection - Administration Section 3 - EEqleucitpromneicntToll Collection - Yammarat TollCollectionSection - aDE-naBdtauDbsieanvseeeslsoMTparmanneasngatecmSteieocnnttion - HuaLamphongTolColectionSection EEleqcutirpicmaelDnaitnviadsnioMdneVcehhaincilecsal - Surawong TollCollectionSection - Expressway Electric Section - Sathorn Toll Collection Section - Building and Tollgate Electric - Ashoka Toll Collection Section - SMeecctihoannical Equipment and - SriNagarindra Tol ColectionSection Vehicles Section - Srisamarn TollCollectionSection - BangPa-in TollCollectionSection Man Power Classified by Level (Person) Toll Collection Division 3 ElecSterrovnicicesTDraivnissaiocntion Top Executive (Governor Level 12) 1 - Bang Na Km.6 Toll Collection - Account Management EExxeeccuuttiivveess (L(Leevveel l1101) ) 13 Section Center Section Executives (Level 9) 14 - Bang Phli Toll Collection Section - Easy Pass and Electronic EExxeeccuuttiivveess ((LLeevveell 78)) 14661 - Chon Buri Toll Collection Section Transaction Management Executives (Level 4-6) 2,580 - Bang Khun Thien Toll Collection Section ETxoetaclu tives (Level 1-3) 14,,863306 Section - Electronic Transaction - Bang Muang Toll Collection Section Customer Service Section - Thepharak Toll Collection Section - Electronic Transaction System Development Temporary Employees 607 Services Classified by Education (Person) Doctoral Degree 1 Master Degree and equivalent 122 Bachelor Degree and equivalent 823 Diploma Degree and equivalent 645 Vocational Certificate and equivalent 1,193 High School Certificate 1,682 Junior High School Certificate 81 Compulsory Education 88 Total 4,635 * Employees and temporary employees Classified ANNUAL REPORT 2014 by education except Governor

24EXAT EWAT's Executives EXAT's Executives 1 23 1. Mr. Aiyanat Tinapai Governor of the Expressway Authority of Thailand 2. Mr. Sintop Sirisingha 3. Mr. Narong Gieddech Deputy Governor for Construction and Maintenance Deputy Governor for Administration ANNUAL REPORT 2014

and equivalent 25EWAT's Executives EXAT 4 5 6 7 4. Mr. Lertsak Chingharanon 5. Mr. Sudthisak Wattanavinid Deputy Governor for Technical Affair Director of Legal Department, Acting Deputy Governor for Law and Land Acquisition 6. Mr. Amnuay Tansatru 7. Mr. Pipoup Phucharoen Acting Deputy Governor for Operation Assistant Governor ANNUAL REPORT 2014

26EXAT EWAT's Executives 9 11 8 10 8. Mr. Amnuay Tansatru 9. Mr. Somchai Doungprasertsuk Specialist (Administration) Specialist (Engineering) 10. Mrs. Bhanumatee Smutkeeree 11. Mrs. Benchamas Piyachotisukit Specialist (Finance) Director of the Office of the Governor ANNUAL REPORT 2014

27EWAT's Executives EXAT 12 13 14 15 12 Mrs. Uravadee Jusri 13 Mr. Somporn Somabot Director of Audit Office Director of General Administration 14. Mr. Panya Chaiyanont Department Director of Treasury and Accounting 15. Mr. Wichan Ekarintrakul Department Director of Policy and Planning Department ANNUAL REPORT 2014

28EXAT EWAT's Executives 17 19 16 18 16. Mr. Manus Boonmacha 17. Mr. Suchart Cholsakpipat Director of Information Technology Director of Expressway Construction Department Department 18. Mr. Taveesit Yooprasert 19. Mr. Prasit Dachsiri Director of Maintenance Director of Land Acquisition Department Department ANNUAL REPORT 2014

29EWAT's Executives EXAT 20 21 22 20. Mr. Sudthisak Wattanavinid Director of Legal Department 21. Mr. Surasak Kanjanavaikoon 22. Mr. Dumkerng Parnkam Acting Director of Traffic Control Department Director of Toll Collection Department ANNUAL REPORT 2014

30EXAT Practical Ethics Practical Ethics Ethics is code of action and manner determined for Expressway Authority of Thailand (EXAT)’s employees as obligations to maintain and promote honor, reputation and membership status. It is considered principal manner for all employees to be used as a mental guidelines based on integrity and morality. The words “Jariyatham” (Morality) can be separated into “Jariya”, which means action or good act to take. “Tham” are defined in various meanings such as goodness, religious instructions and code of action. When two words are combined to “Jariyatham”, it means alphabetically as “principal action” or “behavioral guidance” as a result. Therefore, EXAT defines “Jariyatham” as moral standard and behavioral guidance for all employees to perform their duties honestly, devotedly and equitably. The said performance must be practiced whether to their organization and to all stakeholder groups, including to the public and society. It aims to achieve organization’s highest goal as the leading state-owned enterprise of the country. However, both morality and ethics shares common goal. It aims to encourage each person or organization to possess regulations and good behavior. Any good action must be committed to each individual and other persons as well. It is regarded a matter of reason and discretion as well as creation on sublime awareness of each individual. EXAT’s main mission is to solve traffic problem in Bangkok Metropolitan Regions and other commuting routes which leads to Thailand logistics development. As EXAT is obligated to manage Thailand entire expressway, good corporate governance has been adopted and it is determined to significantly create awareness of ethical performance to EXAT. It is also meaningful to be acceptable and trustworthy by stakeholders and general public. Therefore, determined performance is considered successful approach to create awareness to all employees that stakeholders, customers and general public are capable of undoubtedly perceiving and sensing remarkable features of employees’ ethics. EXAT has reviewed organizational morality and general morality standard which is the core value of EXAT since fiscal year 2011. The word usage has been renewed and meant to communicate determination of EXAT’s employees to act morally and strictly follow the approaches as specified. The abbreviation that communicates the strong will of EXAT’s employees is “HEARTS”, which means “Working with HEARTS”. Determination that drives all employees to perform their duties with “HEARTS” consists of codes of ethics that all employees are capable of applying as work guidelines through life-time working under EXAT’s banner as follows: H Honesty E Equity/Equitable Treatment A Accuracy R Responsibility T Transparency S Society   “Honesty, Treated equally, Accountability and Attention to Society.” EXAT has already reviewed the ethics guidelines to be appropriate and up-to-date. The said guidelines has been approved by the Board of Directors in the meeting No. 4/2014 on April 4, 2014. ANNUAL REPORT 2014

31Human Resource Development EXAT Human Resource Development Expressway Authority of Thailand (EXAT) is fully aware that employees are the main factor of work performance resulting in efficient service. The policy of human resource management has been set up to systematically and consistently develop all levels of personnel to acquire knowledge, competency, understanding and skill at work as well as reinforce good attitude and conscience to oneself and organization. The planning of development and training becomes heart of personnel and organizational development and increase in competitive potential to the organization. Therefore, human resource development plan has been laid down complying with government policy, Ministry of Transport’s policy and EXAT corporate plan (Vision, mission, corporate goal and organization value). In fiscal year 2014 EXAT organizes personnel development projects in the area of development and training as follows: 1) Development and training pursuant to the strategic & action plan comprises development courses of EXAT’s strategic challenge, high performance on service, safety quality, high performance organization (HPO) through State Enterprise Performance Appraisal (SEPA), economic value management (EVM), business administration and investment, skill development, information technology knowledge, new technology and new skill sets in order to support its strategies. 2) Development and training pursuant to efficient process & job development comprises courses of development and improvement in work quality and standard, development on core & functional competency and competency gap of employees, development in knowledge and skill complying with individual development plan. 3) Development pursuant to learning organization and sustainable organization comprises encouragement on learning organization project, knowledge management with 4 Learn strategy (Learn to learn (LO), Learn to Share (KM), Learn to connect (CoPs) and Learn to Innovate (Inno) aiming to share and transfer knowledge, especially those from experts who are going to retire and resign. It can be performed through coaching, meeting or on-the-job training for the benefit of initiation and innovation, talent or successor development in order to retain good and intellectual persons of this organization. 4) Development pursuant to leading & change comprises managerial competency, dare to think, dare to do and dare to decide, risk management, changing management and development in preparation to promote to successor and individual development plan for executives. 5) Development pursuant to regulation, law and standard comprises orientation on integrity and morality, good corporate or good governance, reinforcement to work environment and organizational engagement, promotion on health, safety, law, corporate social responsibility and policy projects. In addition to personnel development as mentioned above, training roadmap of each job title has been taken into account for employees’ appropriate competency. Requirement of training has been surveyed by means of considering competency gap and preparation of personnel to serve work expansion and organization modification in pursuit of government policy in the future. To be Learning Organization, knowledge management has been undertaken in every work unit through the website, Intranet and knowledge exchange, including enhancement of knowledge within organization. ANNUAL REPORT 2014

32EXAT Corporate Governance Guidelines Corporate Governance Guidelines Good Corporate Governance Policy EXAT’s main objective of management is to alleviate traffic congestion problem in Bangkok Metropolitan Region in order to reduce national economic loss and perform its business for financial stability and sustainable growth. Efficient management and good corporate governance is considered crucial to achieve such objective. The Board of Directors has an intention to enhance EXAT’s efficiency in its business and corporate governance as well as high performance of management. It focuses on convenient, fast and safe service provided for expressway users, including transparency and accountability of organization. 7 principles of good corporate governance stipulated as international standard are as follows: 1. Accountability Accountable to the outcome of its performance 2. Responsibility Aware of duty to provide good service to expressway users or stakeholders through capability and adequate efficiency 3. Equity/Equitable Treatment Treat stakeholder(s) equitably 4. Transparency Perform its task transparently, disclose information and be accountable 5. Value Creation Increase capability in all dimensions to enhance competitive advantage and add value to business in both short and long term 6. Ethics Follow EXAT’s morality and ethics 7. Participation Allow public participation to express public opinion regarding any operation which may affect the environment, health, quality of life and lifestyle of community or locality ANNUAL REPORT 2014

33Corporate Governance Guidelines EXAT The Board of Directors has assigned Good Corporate Governance Sub-committee to set up policy, strategies, goals and implementation plan on good corporate governance as well as to supervise, monitor and promote the implementation in conjunction with corporate governance guidelines. Independent Board Members in Board of Directors In the meeting No.8/2003 dated July 30, 2003, the Board of Directors had resolution on approving the definition of “independence” of board members that the independence of such external members, e.g. qualified persons from private sectors, non-governmental organizations or academic institutions, would be free to use their discretion for decision making and real independent action. The independent board members would enable to direct to change or restrain any action when it is considered necessary. The independence board members must not have relationship with business, expectation of benefit or with state-owned enterprise, ministry, agency or company concerned either direct or indirect benefit concerned. In fiscal year 2014 there are 2 independent board members, namely Prof. Kumchai Jongjakapun and Pol. Maj. Gen. Surasit Sangkhaphong. In fiscal year 2014 the Independent Board convenes 2 meetings, namely No.1/2014 and 2/2014 on February 10 and March 21, 2014 respectively. The Independent Board reviews the Board’s self-assessment approaches and made an approval on categorizing those into individual assessment, cross-assessment and board assessment as a whole and proposed those to the Board of Directors for approval on further self-assessment. Finally, the Board of Directors in the meeting No.4/2014 on April 4, 2014 approves the said improvement of the board member’s self-assessment as proposed. Respect to Stakeholders’ Benefit EXAT has been carrying out its work by considering impacts on stakeholders. Based on the preliminary study of stakeholders in terms of consequential relations by groups of influence and of interest, and by social and environmental responsibility, stakeholders are categorized and prioritized into 7 main groups, namely expressway users, government sector as owner, EXAT’s employees, people affected by land acquisition, business partners, community surrounding expressway right-of-way and society. The policy has been set up to treat stakeholders equitably and impartially and the rights of all stakeholder groups have been taken into consideration as well. Information Technology Disclosure and Transparency EXAT puts strong emphasis on disclosure of information technology and transparency of performance because information technology is considered crucial for decision making of all concerning internal and external parties as well as evaluation on organizational efficiency. Based on equitable treatment, EXAT provides appropriate, accurate, reliable and up-to-date financial and non-financial information technology to stakeholders through annual report, Internet, Intranet, EXAT Call Center and internal & external public relations activities via media channels. Disclosure of information complying with the Official Information Act, B.E.2540 (1997) is also included. The building of EXAT’s Information Center was constructed in fiscal year 2011 to facilitate visitors accordingly. In addition, EXAT has monitored and evaluated the internal control and risk management and proposed the result of which to the executives and the Risk Management Committee for approval before submitting to the Board of Directors for acknowledgement as scheduled. ANNUAL REPORT 2014

34EXAT Corporate Governance Guidelines Encouragement of Moral and Ethical Values EXAT annually organized seminars/activities to encourage morality and ethical values and disseminate knowledge of morality handbook among the executives and employees for implementation. On-the-job training, EXAT CG roadshow, EXAT CG Day, EXAT CG Idol and morality slogan contest has been organized as well. Besides of this, executives and employees have been designated to annually submit reports on conflict of interest to the governor, in case of either newly appointed or conflict of interest occurs raised in the meantime. In fiscal year 2014, it can be summarized that no conflict interest is found. Corporate Governance Monitoring and Assessment In 2014 the State Enterprise Policy Office designated EXAT to adopt the State Enterprise Performance Appraisal (SEPA) for further performance evaluation in which corporate governance has been specified as Category 1: Leadership. To achieve such evaluation criteria, the management has been carried out in compliance with Deming Cycle. Good corporate governance annual plan has been laid down composing of 8 sections (Plan), determining the implementation of the said plan (Do), monitoring and collecting result of the said CG 8 sections (Check), analyzing and evaluating the result of each section for further improvement (Act). EXAT proposed the result of the CG performance to the quarterly meetings of Corporate Governance Sub-committee and the Board of Directors for acknowledgement. Corporate Governance Information EXAT has disseminated the corporate governance policy and guidelines to the Board of Directors, executives and employees for acknowledgement and practical use. Other information relating to good corporate governance has been publicized through media such as circulation, notification at EXAT’s office buildings, EXAT Sound, publication leaflets, LED TV, Roll up, Internet and Intranet. The emphasis on corporate governance has been placed occasionally such as in the meetings, trainings, seminars and activities. General public enables to access the said information from the annual report and EXAT’s information technology channel. ANNUAL REPORT 2014

35Corporate Governance Guidelines EXAT Committees and Sub-committees The Board of Directors appoints committees and sub-committees to perform their duties as stipulated by the law concerned and as assigned by the Board of Directors for EXAT’s benefit as the followings: 1. Committees appointed in conjunction with the law concerned - Audit Committee - Committee for Enterprise Relations - Co-ordination Committee for Second Stage Expressway System Project - Co-ordination Committee for Bang Pa - in - Pakkret Expressway Project 2. Committees and sub-committees appointed to perform duties as assigned by the Board of Directors - Executive Board of Directors - Sub-committee for Development and Management of Expressway Right- of-Way - Sub-committee for Legal Affairs - Sub-committee for Screening the Governor’s Action Plan and Assessment of the Governor’s Performance - Sub-committee for Good Corporate Governance - Risk Management Committee - Sub-committee for Scrutinizing Meeting Agendas to the Board of Directors - The Independent Board - Sub-committee for Coordination of Expressway Traffic Management - Sub-committee for Toll Charge Consideration - Sub-committeefortheFeasibilityStudyonEngineering,Economic,Financial and Environmental Impact and Detailed Design of Kathu-Patong Expressway Project in Phuket Province - Co-ordination Committee for Si Rat-Outer Bangkok Ring Road Expressway Project - Committee for Monitoring and Implementation in line with Environmental Measures during Construction Period of Si Rat-Outer Bangkok Ring Road Expressway Project ANNUAL REPORT 2014

36EXAT Corporate Governance Guidelines In fiscal year 2014, Board of Directors convenes 8 meetings. Details of which are composed of name list of board members, sessions attended and remuneration accrued (comprising meeting allowances and bonus) as tabled below: Board of Directors Name / Agency Position held Appointed Date Number Meeting Monthly Bonus Chairman Jul 2, 2013 – April 5, 2014 of session Allowance Remuneration for Fiscal 1. Air Chief Marshal Sumet Photimanee Appointed by the cabinet’s attended year 2013 Retired Government Official Chairman (Baht) (Baht) (baht) 2. General Patamapong Pathomnat resolution on Jul 2013 7/7 87,500 123,333.33 42,506.71 Army Special Qualified Officer Member Jul 21 – Sep 9, 2014 1/1 12,500 33,096.77 General (General Rank) Representing Appointed by the National - Director, 2nd Army Rehabilitation Peace and Order Council’s 8/8 80,000 110,000 and Recreation Center, Suanson Ministry Approval on 21 Jul 2014 137,500 Pradipat and Army Sport Development of Finance 6/8 60,000 120,000 Center, Suanson Pradipat Member Nov 29, 2011 – Aug 31, 2014 5/8 50,000 120,000 76,789.34 3. Mrs. Urai Romphotiyok Representing Appointed by the agency 8/8 80,000 120,000 177,500 Advisor of Accounting System Ministry of 177,500 Development, Comptroller Transport Jan 3, 2013 – Sep 30, 2014 4/8 40,000 120,000 General’s Department, Ministry of Member Appointed by the agency 7/7 70,000 96,451.61 68,750 Finance Representing Oct 28, 2011 – Sep 30, 2014 7/7 70,000 96,129.03 137,500 4. Mr. Sathit Laohacharoenyot The Bureau of Appointed by the agency 1/1 10,000 23,548.39 137,500 Deputy Director-General Budget Oct 21, 2011 – Sep 30, 2014 1/1 10,000 23,548.39 Department of Highways Member Appointed by the agency - 5. Mr. Somsak Chotrattanasiri Representing - Director General NationalEconomic Oct 21, 2011 – Sep 30, 2014 The Bureau of Budget and Social Appointed by the agency 6. Mr. Chanvit Amatamatucharti Development Nov 1, 2011 – Jul 20, 2014 Deputy Secretary General Appointed by the cabinet’s National Economic and Social Board resolution on 1 Nov 2011 Development Board Member Nov 1, 2011 – Aug 19, 2014 Representing Appointed by the cabinet’s 7. Pol. Gen. Worapong Chewprecha Royal Thai Police resolution on 1 Nov 2011 Deputy Commissioner-General Headquarters Jul 21 – Sep 30, 2014 Royal Thai Police Headquarters Qualified Member 8. Prof. Kumchai Jongjakapun Appointed by the National Peace Professor, Faculty of Law Qualified and Order Council’s Approval on Thammasat University Member 9. Pol. Maj. Gen. Surasit Sangkhaphong Qualified 21 Jul 2014 Retired Government Official Member Jul 21 – Sep 30, 2014 Appointed by the National Peace 10. Asst. Pro. Waresssara Weerawat Qualified and Order Council’s Approval on Professor, Logistics Innovation Center Member Department of Engineering 21 Jul 2014 Mahidol University 11. Mr. Plakorn Wanglee Vice President Head of Corporate and Institutional Clients ANNUAL REPORT 2014

37Corporate Governance Guidelines EXAT Board of Directors (cont.) Name / Agency Position held Appointed Date Number Meeting Monthly Bonus 12. Air Marshal Banjong Klainasut of session Allowance Remuneration for Fiscal Senior RTAF Expert attended year 2013 (Baht) (Baht) (baht) 13. Mr. Aiyanat Tinapai 1/1 10,000 Governor Qualified July 21 – Sep 30, 2014 23,548.39 Expressway Authority of Thailand Member Appointed by the National Peace 8/8 80,000 14. Mrs. Benchamas Piyachotisukit and Order Council’s Approval on 8/8 - Director of the Office of the Governor 21 Jul 2014 8/8 - Expressway Authority of Thailand 15. Mrs. Vareerat Nititadakul Member and Nov 8, 2011 – Sep 30, 2014 120,000 Director of the General Affairs and Secretary Signed in management hiring on - Conference Division , Office of the Governor 8 Nov. 2011 Expressway Authority of Thailand Secretary Nov 13, 2012 – Sep 30, 2014 - Assistant Appointed by Board Secretary Assistant of Directors’ resolution on meeting no. 12/2012 on 13 Nov 2012 Nov 13 2012 – Sep 30,2013 Appointed by EXAT’s Board of Directors resolution on meeting no. 12/2012 on 13 Nov 2012 Source : General Affairs and Conference Division, Office of the Governor Dated September 30, 2014 Remark 1. Mr. Narin Kalayanamit was appointed by Ministry of Finance on September 22, 2014 and never attended the meeting in fiscal year 2014 2. Chairman and board members who were out of position received bonus of fiscal year 2013 as follows: - Pol.Gen. Wichean Potephosree = Baht 126,996.49 - Mr. Chatchawan Boonjaroenkit = Baht 23,567.51 - Mr. Thaworn Phanichaphan = Baht 137,500 - Mr. Polchai Jittivilailux = Baht 109,408.64 3. No. 1 out of position on April 6, 2014 4. No. 2 resigned from the position on September 10, 2014 5. No. 3 resigned from the position on September 1, 2014 6 No. 4 retired on September 30, 2014 7. No. 8 resigned from position on July 21, 2014 8. No. 9 resigned from position on July 20, 2014 9. Remuneration Rate : Cabinet’s resolution on July 2, 2013 indicated as follows: - The Board member would receive the meeting allowance amounting to 10,000 Baht per month, while the Chairman of the Board of enterprises appointed would receive 25% higher than the board members and the board members will be responsible for their own income tax incurred. - Sub-committees, working groups or any party appointed by law, cabinet’s resolution or by member of State Enterprise Board shall receive remuneration as follow; In case of State Enterprise member, the remuneration shall be paid as per number of sessions attended with the rate of that same as State Enterprise member. The remuneration paid for sub-committee, working group or any other party shall not be more than 2 parties and not more than once a month per party. The chairman shall receive 25% higher than the members. All members would be responsible for income tax on their own. 10. Monthly remuneration rate Cabinet resolution on July 2, 2013 ruled that the board members will receive monthly remuneration of Baht 10,000 per person, while the Chairman of the Board would receive twice the amount paid to member of the board. In case that board members of State Enterprise do not stay in the position in a full month period, the amount paid shall be deducted proportionally to the staying period. 11. Bonus payment for Board of EXAT goes according to the rules of the Cabinet that has passed a resolution on 31 January 1978, 13 May 1980 and 5 February 1991 including the guidelines that was determined in the incentive system complying with the State Enterprises Performance Evaluation handbook. ANNUAL REPORT 2014

38EXAT Corporate Governance Guidelines Authorities and Duties Beside to supervise generally in any activities complying to Expressway Authority of Thailand (Act B.E. 2550 (2007), the Board of Directors perform its duties in accordance with the cabinet’s resolution and good corporate governance practices as the followings: 1. To supervise the executives to lay down the corporate plan in compliance with present situation and to serve the national strategic plan, the Ministry of Transport’s strategic plan and the government policy as well as to lay down the action plan for the organization management. 2. To control, monitor and assess EXAT’s performance to comply with the corporate plan and action plan. 3. To supervise performances relating to accounting, financial statement and accounting audit to be accurate, complete and reliable including those of internal control and internal audit system as well as adequate and appropriate risk management system by reporting results of performance and problem. 4. To study laws, cabinet’s resolutions, rules and regulations of Expressway Authority of Thailand that was enforced and monitor the modification of those to be up-to-date. 5. To examine and manage conflict of interest that may occur to Expressway Authority of Thailand. 6. To seek for the governor, assess performance and set out remuneration. 7. To appoint committee and sub-committee in order to monitor business undertaken by Expressway Authority of Thailand and perform their duties as assigned by the Board of Directors. CCoommmmiitttteeeess aanpdpoSiunbte-dcoinmcmointtjeuensction with law concerned Audit Committee Name / Agency Position held Appointed Date oaNftutseemnsbdsieeordn Remuneration 1. P rTPohrfo.afKmeusmmsoacrs,haFataiUcnuJoiltvnyegrosjafitkLyaawpa, n Chairman 9/9 (Baht) Oct 1, 2013 – Jul 20, 2014 2. Mr. Chanvit Amatamatuchatri Member (Appointed by the Board of 9/9 120,564.52 SDOoeffcpiicuaetlyoDSfeetvhceerleoNtpaamrtyeioGnnteaBnloeEarcarodlnomic and Chairman Directors’ Order No. 9/2011 1/1 9/9 90,000 3. MrAsd. vUirsaoir Romphotiyok Development, Member dated Dec 7, 2011 and 1/1 12,500 of Accounting System resigned on Jul 21, 2014) -/1 90,000 Comptroller General’s Department, Ministry Oct 1, 2013 – Aug 18, 2014 10,000 of Finance (Appointed by the Board of Directors’ Order No. 9/2011 10,000 4 . M rSLHV.itiemaPcaenliadtdePkaodorrefrdsnCiCdoehWrpnaoatrtrneagrtleeedea(nTdhaIni)stPituubtliiocnCaol Cmlpieanntys Member dated Dec 7, 2011) Aug 19 – Sep 30, 2014 (Appointed by the Board of Directors’ resolution No. 5/2014 dated Aug 19, 2014) Oct 1, 2013 – Aug 18, 2014 (Appointed by the Board of Directors’ Order No. 9/2011 dated Dec 7, 2011) Aug 19 –31, 2014 (Appointed by the Board of Directors’ resolution No. 5/2014 dated Aug 19, 2014 and resigned on Sep 1, 2014) Aug 19 – Sep 30, 2014 (Appointed by the Board of Directors’ resolution No. 5/2014 dated Aug 19, 2014 ANNUAL REPORT 2014

39Corporate Governance Guidelines EXAT Audit Committee (cont.) Name / Agency Position held Appointed Date oaNftutseemnsbdsieeordn Rem(uBnaehrta)tion Secretary Oct 1, 2013 – Aug 18, 2014 9/9 45,000 5. MrDsi.reUcratovraodfeAeudJiutsOriffice (Appointed by the Board of Directors’ Order No. 9/2011 dated Dec 7, 2011) 1/1 5,000 Aug 19 – Sep 30, 2014 (Appointed by the Board of Directors’ resolution No. 5/2014 dated Aug 19, 2014) Source : Audit Office Date September 30, 2014 Remark 1. The Audit Committee’s meeting is conducted as stipulated in the operation guideline for State Enterprise Audit Committee version revised 2012, Ministry of Finance, in topic of Framework for Implementation of Audit Committee no. 1.11, which define that “Audit Committee shall conduct a meeting at least once per quarter. The Audit Committee must conduct a meeting with auditor excluding top executives, executives or other related parties in the meeting at least once per 1 fiscal year” 2. The Audit Committee’s members will obtain lump sum meeting allowance per month which the income tax incurred will be paid by themselves. The Chairman member and secretary will obtain the meeting allowance of each at amounted to Baht 12,500, 10,000 and 5,000 baht per month respectively. 3. In July and September 2014, there was no audit committee meeting. 4. In fiscal year 2014, there were 10 meetings altogether. Authorities and Duties 1. To report reliability of financial and administration Report 2. To report effectiveness, efficiency and saving of EXAT’s performance 3. To report list of conflict of interest and relevant reports 4. To report whether the operation is in conformity with rules, regulations, code of conduct, cabinet’s resolutions and policy defined by the Board of Directors or not. Committee for Enterprise Relations Name / Agency Position held Appointed Date oaNftutseemnsbdsieeordn Rem(uBnaehrta)tion Sep 8, 2014-2016 - - 1. Air Marshal Banjong Klainasut Chairman Sep 8, 2014-2016 - - 2 . M rMD. SeaipinnutttoeypnGaoSnvicreeisrinnogrhfaor Construction and Member 3. Mr. Sudthisak Wattnavinid Sep 8, 2014-2016 -- Director of Legal Department and Acting Member Deputy Governor for Law & Land Acquisition Sep 8, 2014-2016 4. Mr.Dumkerng Parnkam Member Sep 8, 2014-2016 -- Director of Toll Collection Department Member Sep 8, 2014-2016 -- 5. Mr. Somporn Somabot Member Sep 8, 2014-2016 -- Director of General Administration Department Member -- 6 . M rD. Piraenctyoar Chaiyanont of Treasury and Accounting Department 7. MrD. Tiraewcteoersoitf Yooprasert Maintenance Department ANNUAL REPORT 2014

40EXAT Corporate Governance Guidelines Committee for Enterprise Relations (cont.) Name / Agency Position held Appointed Date Number Rem(uBnaehrta)tion Sep 8, 2014-2016 oafttseensdsieodn - 8 . M rD. PiroencgtosrakofJIunmfosrami aNtaionADyuivdishiaoyna Member Sep 8, 2014-2016 9. MrSTM.eeLaccaihtnrintpoeidncne,iaaeBnnuceiK6ldo,DilGinyvgeaisnniaoeennred,aMlGPaerionnpteeernaratlynPcMreoapDienertpteyanrtamnecnet Member - - Sep 8, 2014-2016 - Member Sep 8, 2014-2016 10. M rAC. cRoqauunnigssesitalioonrn6SD,ueLnapknaadrctmAhcaeqnnutisition Division, Land Member -- Sep 8, 2014-2016 -- Member Sep 8, 2014-2016 1 1. M rDC. Piovruiisnciohsenal,oLrUe6-g,aaLrleoDgoeanpl aArftfamirenStection, Legal Affair Member 1 2. M r.CDCiovhuisaniosnennl,aoLrreo6gn,agDliDsWceipopanlingrtnamoryeranSsteectthioan, Legal Affair Sep 8, 2014-2016 13. Acting Major Pairat Puengsup Member Sep 8, 2014-2016 -- Rescue Operator 5 , Rescue Section 2, Member -- Rescue and Communication Division, Sep 8, 2014-2016 Traffic Control Department Secretary Sep 8, 2014-2016 1 4. M rSD.uPivpaipsniluoytnOh,afGfticeenSreu6rwa, alSAunppdpamlryionStiestcrtaiotino,nSDupepplayrStmerevnicte Assistant Sep 8, 2014-2016 -- 1 5. M rGMPD. rSeeaoupnipnpaeetarrerattcmnylhaAeaMndnicatmeiSnia1nteoiSsnwteraaacnttpciioaoennyDo,OinBvfuifsiicildoeinrn,g6M,aBaniudnitldGeinenangnecrael Secretary -- Assistant 16. MrGH. PeeaanndeuroasflaAEnnfftaKeiorrpnDrgiescephaaRrnetmlaetinotn Section Secretary -- -- -- 1 7. M sPD. eiVvrasiosrinionnnteo,lrG5n,eEnKneatrearrnlpdAriesdermmRienliasttiroantiSoencDtioenp,aPretmrsoennntel 18. MsP. eVrasonnansesla4d,aEnSteurkprruisnegRreuleantigon Section, Personnel Division, General Administration Department Source : General Administration Division Dated September 30, 2014 Remark: The former Committee for Enterprise Relations terminated on November 30, 2013 and the Board of Directors appointed new committee on September 8, 2014. Therefore, there is no meeting convened in fiscal year 2014. Authorities and Duties 1. To consider and give any comment relating to the efficiency of the state-owned enterprise performance as well as promote and develop labor relations 2. To compromise and restrain internal conflict 3. To improve rules and regulations which is of benefit to employer, employee and its organization. 4. To seek advice and consult in order to solve problem due to any complaint submitted by employees or the labor union including those relating to disciplinary punishment 5. To seek advice and consult in order to improve condition of employment. ANNUAL REPORT 2014

41Corporate Governance Guidelines EXAT Co-ordination Committee for the Second Stage Expressway System Project Name / Agency Position held Appointed Date Number Remuneration of Session (Baht) 1. Mr. Sudthisak Wattanavinid Chairman Jan 18, 2013– April 2, 2014 attended - Deputy Governor for Law and Land Acquisition - 1,000 Expressway Authority of Thailand - 2. Mr. Poompak Aranyakasemsuk Member Nov 30, 2011– April 2, 2014 1/1 - Director of State Enterprise - Development Bureau 1 Substitute Nov 30, 2011– April 2, 2014 - - Ministry of Finance Member Nov 30, 2011– April 2, 2014 - Mr. Niti Witthayatem Substitute Nov 30, 2011–April 2, 2014 - 1,000 State Enterprise Analyst Senior Member Professional level Ministry of Finance Member 1,000 Mr. Pitaya Uthaisarng - State Enterprise Expert Analyst Substitute Nov 30, 2011– April 2, 2014 - - Ministry of Finance Member 3. Mr. Danucha Pichayanun - Director of Infrastructure Project Substitue Nov 30, 2011– April 2, 2014 1/1 - Office of the National Economic and Member - Social Development Board Mr. Wittaya Pinthong Member Nov 30, 2011– April 2, 2014 1/1 Plan and Policy Analyst Substitute Nov 30, 2011– April 2,2014 - Professional level Member Office of National Economic and Substitute Nov 30, 2011– April 2, 2014 - Social Development Board Member Mrs. Phavina Assawamaneekul - Plan and Policy Analyst Member Nov 30, 2011– April 2, 2014 - Senior Professional level Nov 30, 2011–, April 2, 2014 - Office of National Economic and Substitute Social Development Board Member Nov 30, 2011–, April 2, 2014 4. Mr. Chanis Khlaisang Substitute Director of Transport Law Member Council of State Office Mrs. Pornpimon Samritphong State Counselor Senior Professional Level Office of the Council of State Mr. Yordchat Tasarika State Counselor Senior Professional level Office of the Council of State 5. Mr. Pathom Chaloeywares Director of Bridge Construction Office, Department of Rural Road Mr. Kanokthep Rattanadilok Na Phuket Senior Civil Engineer, Department of Rural Road Mr. Apichai Wachiraprakarnpong Senior Civil Engineer, Department of Rural Road ANNUAL REPORT 2014

42EXAT Corporate Governance Guidelines Co-ordination Committee for the Second Stage Expressway System Project (cont.) Name / Agency Position held Appointed Date Number Remuneration of Session (Baht) attended 6. Mr. Prasit Siripakorn Special State Attorney, Member Nov 30, 2011– April 2, 2014 - - Office of the Attorney General Substitute Nov 30, 2011– April 2, 2014 1/1 1,000 Mr. Kusol Yaemsa-ard Member Expert State Attorney, Office of the Attorney General 7. Mr. Somboon Teintammachart Member Nov 30, 2011– April 2, 2014 - - Senior Civil Engineer, 1/1 1,000 Department of Highway Substitute Nov 30, 2011–April 2, 2014 - Mr.Arnuphap Chareonsak Member Nov 30, 2011–April 2, 2014 - Senior Civil Engineer, Substitute Department of Highway Member Mr.Permwut Burapasiriwat Senior Civil Engineer Department of Highway 8. Mr. Pongsak Somchai Member Nov 30, 2011–April 2, 2014 - - Director of Legal Affair Bureau, 1,000 Office of Permanent Secretary, Member Sep 2, 2013-April 2, 2014 1/1 Ministry of Transport - Mr. Siriwut Wattananirun Substitute Nov 30, 2011–April 2, 2014 - Director of Legal Affair Bureau, Member Office of Permanent Secretary, Ministry of Transport Mrs. Kruawan Rukarcheep Senior Professional Legal Officer, Ministry of Transport 9. Mrs. Payao Marittanaporn Member Nov 30, 2011–April2, 2013 - - Managing Director, Substitute Nov 30, 2011–April 2, 2014 1/1 1,000 Bangkok Expressway Public Company Limited Member Mr. Sanguan Kunatinun Assistant Managing Director, Bangkok Expressway Public Company Limited 10. Mr. Somchai Sangthipbavorn Secretary Nov 6, 2012 – April 2, 2014 1/1 - Director of Office of Operation Planning, - Expressway Authority of Thailand 11. Mr. Arthit Srijampa Assistant Nov 30, 2011–April 2, 2014 1/1 - Head of Safety and Traffic Planning Secretary Section, Office of Operation Planning, Expressway Authority of Thailand Source : Operation Planning Division Dated: September 30,2014 Authorities and Duties : 1. To supervise the implementation as stipulated in the contract. 2. To notify EXAT’s internal and external relating units to give explanation or relating information to the Committee. 3. To report the operation, progress, problem and solution to the Minister of Transport for acknowledgment in the specific time, not exceeding once every six months. ANNUAL REPORT 2014

43Corporate Governance Guidelines EXAT Co-ordination Committee for Bang Pa In – Prakkret Expressway Project Name / Agency Position held Appointed Date Number Remuneration 1. Mr. Sintop Sirisingha of Session (Baht) Deputy Governor for Construction and Chairman Jan 17, 2013– April 2, 2014 attended - Maintenance Expressway Authority of Thailand Member Nov 30, 2011–April 2, 2014 - 1,000 2. Mr. Poomsak Aranyakasemsuk - Director of State Enterprise Substitute Nov 30, 2011–April 2, 2014 1/1 - Development Bureau, Ministry of Finance Member Nov 30, 2011–April 2, 2014 - - Mr. Niti Witayatem Substitute Nov 30, 2011–April 2, 2014 1/1 State Enterprise Senior Analyst, Member - - Ministry of Finance Member Mr. Pitaya Uthaisarng - - State Enterprise Senior Analyst, Substitute Nov 30, 2011–April 2, 2014 Ministry of Finance Member - 1,000 3. Mr. Danucha Pichaiyanun - Director of Infrastructure Project, Substitue Nov 30, 2011–April 2, 2014 1/1 Office of National Economic and Member - - Social Development Board Mr. Wittaya Pinthong Member Nov 30, 2011–April 2, 2014 - - Policy and Plan Senior Analyst, - Office of National Economic and Substitute Nov 30, 2011–April 2, 2014 - - Social Development Board Member - - Mrs. Phavina Assawamaneekul - 1,000 Policy and Plan Senior Analyst, Substitute Nov 30, 2011–April 2, 2014 - Office of National Economic and Member 1/1 Social Development Board 4. Mr. Chanis Khlaisang Member Nov 30, 2011–April 2, 2014 Director of Transport Law, Council of State Office Substitute Nov 30, 2011–April 2, 2014 Mrs. Pornpimon Samritphong Member Nov 30, 2011–April 2, 2014 Krisadika Counselor Senior Substitute Nov 30, 2011–April 2, 2014 Professional level Member Council of State Office Member Ms. Lakhana Jakrapitak Krisadika Counselor Senior Substitute Nov 30, 2011–April 2, 2014 Professional level Member Council of State Office 5. Mr. Pathom Chaloeywares Director of Bridge Construction Office, Department of Rural Road Mr. Kanokthep Rattanadilok Na Pukhet Senior Civil Engineer, Department of Rural Road Mr. Apichai Wachiraprakarnpong Senior Civil Engineer, Department of Rural Road 6. Mr. Prasit Siripakorn Special State Attorney, Office of the Attorney General Mr. Kusol Yaemsa-ard Expert State Attorney, Office of the Attorney General ANNUAL REPORT 2014

44EXAT Corporate Governance Guidelines Co-ordination Committee for Bang Pa In – Prakkret Expressway Project (cont.) Name / Agency Position held Appointed Date Number Remuneration Member Nov 30, 2011–April 2, 2014 of Session (Baht) 7. Mr. Somboon Teintammachart Substitute Nov 30, 2011–April 2, 2014 attended - Senior Civil Engineer, Member Nov 30, 2011–April 2, 2014 Department of Highway Substitute - Mr.Arnuphap Chareonsak Member Nov 30, 2011–April 2, 2014 Senior Civil Engineer, Member Nov 30, 2011–April 2, 2014 -- Department of Highway Nov 30, 2011–April 2, 2014 Mr.Permwut Burapasiriwat Member -+ Senior Civil Engineer Nov 30, 2011–April 2, 2014 -- 8. Mr. Pongsak Somchai Substitute Nov 30, 2011–April 2, 2014 Director of Legal Affair Bureau, Member Nov 6, 2012–April 2, 2014 1/1 1,000 Office of Permanent Secretary, Member Nov 30, 2011–April 2, 2014 Ministry of Transport -- Mr. Siriwut Wattananirun Substitute -- Director of Legal Affair Bureau, Member Office of Permanent Secretary, Secretary 1/1 1,000 Ministry of Transport Assistant Mrs. Kruawan Rukarcheep Secretary 1/1 - Senior Professional Legal Officer, Ministry of Transport - 9. Mrs. Payao Marittanaporn 1/1 - Managing Director, Bangkok Expressway Public Company Limited Mr. Sanguan Kunatinun Assistant Managing Director, Bangkok Expressway Public Company Limited 10. Mr. Somchai Sangthipbavorn Director of Office of Operation Planning, Expressway Authority of Thailand 11. Mr. Arthit Srijampa Head of Safety and Traffic Planning Section, Office of Operation Planning, Expressway Authority of Thailand Source : Operation Planning Division Dated September 30 2014 Authorities and Duties : 1. To supervise the implementation as stipulated in the contract. 2. To notify EXAT’s internal and external relating units to give explanation or relating information to the committee. 3. To report the operation, progress, problem and solution to the Minister of Transport for acknowledgment in the specific time, not exceeding once every six months. ANNUAL REPORT 2014

45Corporate Governance Guidelines EXAT Committees and Sub-committees appointed to perform duties as assigned by the Board of Directors Executive Board of Directors In fiscal year 2014, the Executive Board of Directors convened 12 meetings with the name list of members, sessions attended and remuneration (meeting allowance) are detailed as follows: Name / Agency Position held Appointed Date Number Remuneration of Session (Baht) 1. Mr. Somsak Chotrattanasiri Chairman Oct 1,2012-Sep 30, 2014 attended 112,500 Director General Member Appointed by Board of Directors’ Bureau of the Budget Member Resolution 8/2011 dated 8 Dec 11, 9/9 20,000 Member 2/9 10,000 2. Mr. Sathit Laohacharoenyot Secretary order no. 2/2013 8/9 70,000 Deputy Director General Assistant dated Feb 4, 2013 and order 8/9 Department Of Highways, Secretary no.4/2014 dated Sep 8, 2014 9/9 - Ministry of Transport Jan 17, 2013-Sep 30, 2014 9/9 - 3. Pol. Maj. Gen. Surasit Sangkhaphong Appointed by Board of Directors’ Retired officer order no. 2/2013 4. Mr. Aiyanat Tinapai dated Feb 4, 2013 and order Governor no.4/2014 dated Sep 8, 2014 Expressway Authority of Thailand Oct 1,2012-Sep 30, 2014 Appointed by Board of Directors’ 5. Mrs. Benchamas Piyachotisukit Resolution 8/2011 dated Dec 8, Director of the Office of the 2011 and order no. 2/2013 Governor Expressway Authority of Thailand dated Feb 4, 2013 6. Mrs. Vareerat Nititadakul Oct 1,2012-Sep 30, 2014 Director of the General Affairs and Appointed by Board of Directors’ Conference Division, Office of Resolution 8/2011 dated Dec 8, the Governor, 2011, order no. 2/2013 Expressway Authority of Thailand dated Feb 4, 2013 and order no.4/2014 dated Sep 8, 2014 Nov 1, 2012-Sep 30, 2014 Appointed by Board of Directors’ order no.6/2012 dated Apr 11, 2012 and order no.4/2014 dated Sep 8, 2014 Oct 1, 2012-Sep 30, 2014 Appointed by Board of Directors’ Resolution 8/2011 dated Dec 8, 2011, order no. 2/2013 dated Feb 4, 2013 and order no.4/2014 dated Sep 8, 2014 Source : General Affairs and Conference Division, Office of the Governor Dated September 30, 2014 Remarks : Meeting allowances conforms to the cabinet’s resolution on July 2, 2013 as follows: - The Board member would receive the meeting allowance amounted to 10,000 Baht per month, while the Chairman of the Binocaurrdreodf.enterprises appointed would receive 25% higher than the Board member and the Board will be responsible for their own income tax - Subcommittee, working group or any party appointed by law, cabinet resolution or by member of State Enterprise Board shall treheceriavteeroefmtuhnaetrsaatmioen aass fSotlalotew;EInntecrapsreiseofmSetamtebeErn.tTehrperirseemmuneemrbateiro,nthpeairdemfournseurbactioomnmshiattlel eb,ewpoarikdinags pgreorunpumorbaenryofostehessriopnasrtayttsehnadllendowt ibthe mb eorreestphoannsi2-b pleaAfrofttireeirsntachnoedmonerodttearmxNooorne. t4thh/e2ai0nr1oo4wndcnae.taedmSoenptthepmebrepra8r,ty2.0T1h4eacphpaoirimntainngsAhiarllMreacrsehivael B2a5n%johnigghKelratinhaasnutthteombeemexbeecrus.tiAvlel members would board member, mtheeeEtixnegc.utive Board of Director convened 1 meeting which Air Marshal Banjong Klainasut had an official affair and could not attend this ANNUAL REPORT 2014

46EXAT Corporate Governance Guidelines Authorities and Duties 1. To consider financial and investment policy of EXAT and study as well as formulate guidelines on both short and long-termed management to any problem that may affect Expressway Authority of Thailand’s financial status and any related responsibilities. 2. To consider and screen the annual expenditure budget of Expressway Authority of Thailand for submission to the Board of Directors for approval. 3. To consider any purchasing, procurement and engagement of consultant that was in the Board of Directors’ authority under the Expressway Authority of Thailand’s rules of supply for submission to the Board of Directors for approval. 4. To consider and approve a reserve fund for emergency situation, value of over Baht 8 Million in accordance with Regulations on Investment Budget of State Enterprises 2007, and to consider and approve a reserve fund in event of any change of price over 10% of the approved budget in order to propose to the Board of Directors for approval. 5. To consider compensation for property, which is determined by the Committee for setting preliminary price and compensation for immovable property to be expropriated, which amounted over than100 million baht per person to propose to the Board of Directors for approval. 6. To consider EXAT’s regulation to propose to the Board of Directors. 7. To consider other matters as assigned by the Board of Directors. Sub-committee for Development and Management of Expressway Right-Of-Way Name / Agency Position held Appointed Date Number Remuneration of Session (Baht) 1. Pol. Maj. Gen. Surasit Sangkhaphong Chairman Nov 5, 2013–Mar 31, 2014 attended 112,500 2. Mr. Sathit Laohacharoenyot Member Nov 5, 2013–Mar 31, 2014 20,000 3. Mr. Manatchai Jindapradit Member Nov 5, 2013–Mar 31, 2014 9 7,000 4. Assoc.Prof. Ekachai Sumalee Member Nov 5, 2013–Mar 31, 2014 2 9,000 5. Air Chief Marshal Arthit Pattawong Member Nov 5, 2013–Mar 31, 2014 7 9,000 6. Mr. Sudthisak Wattanavinid Member Nov 5, 2013–Mar 31, 2014 9 - Director of Legal Department 9 Acting Deputy Governor for Law and Land Member Nov 5, 2013–Mar 31, 2014 4 - Acquisition Expressway Authority of Thailand Member and Nov 5, 2013–Mar 31, 2014 9 - 7. Mr. Sakda Panwai Secretary Director of Expressway System Engineering 9 Research and Development Section Expressway Authority of Thailand 8. Mr. Prasit Dachsiri Director of Land Acquisition Department Expressway Authority of Thailand ANNUAL REPORT 2014

47Corporate Governance Guidelines EXAT Sub-committee for Development and Management of Expressway Right-Of-Way (cont.) Name / Agency Position held Appointed Date Number Remuneration of Session (Baht) 9 Mr. Adisak Kongcharoen Assistant Nov 5, 2013–Mar 31, 2014 attended - Head of Property Planning Section 1 Secretary Acting Director of Property Development and 9 - Right-of- Way Maintenance Division 1 Assistant Nov 5, 2013–Mar 31, 2014 Expressway Authority of Thailand Secretary 8 10. Mr. Pisan Thaisom Head of Property Management Section 1 Acting Director of Property Development and Right-of- Way Maintenance Division 2 Expressway Authority of Thailand Source : Property Development and Right of Way Maintenance Division 1, Dated September 30, 2014 Authorities and Duties: 1. To give additional suggestions or comments on development and management of right-of-way utilization. 2. To consider about renting or awarding any rights in EXAT’s property which its value is more than one hundred million baht or its rental period is over five years with exemption of awarding those mentioned to governmental agencies before submission to the Board of Directors for consideration. 3. To consider other matters as assigned by the Board of Directors. Sub-committee for Legal Affair Position held Appointed Date Number Remuneration of Session (Baht) Name / Agency Member Oct 1, 2013–Feb 12, 2014 attended 10,000 Chairman Feb 13-Jul 21, 2014 12,500 1. Prof. Dr. Kumchai Jongjakapun - Professor Faculty of Law 2/2 Thammasat University 2. Asst. Prof. Kamalin Pinijpoowadol Member April 4–Sep 30, 2014 2/2 1,000 Deputy Director of Knowledge Network Institute of Thailand Member Oct 1, 2013–Sep 30, 2014 2/2 1,000 And Manager of Good Corporate Governance Promotion Institute Member Oct 1, 2013–Sep 30, 2014 2/2 1,000 Establishment in University Project University Affairs Promotion Foundation 3. Mr. Chanis Khlaisang Special Professional Juridical Official, Director of Transport and Communication Law, Office of Council of the State 4. Mrs. Kruawan Rakarcheap Special Counselor, Office of Permanent Secretary, Ministry of Transport ANNUAL REPORT 2014

48EXAT Corporate Governance Guidelines Sub-committee for Legal Affair (cont.) Name / Agency Position held Appointed Date Number Remuneration of Session (Baht) 5. Pol. Capt. Chokchai Sittipolkul Member Oct 1, 2013–Sep 30, 2014 attended 1,000 Deputy Secretary, Member Oct 1, 2013–Sep 30, 2014 Office of the Attorney General 2/2 6. Mr. Charoonpong Intachan Member Oct 1, 2013–Sep 30, 2014 Prosecutor, Assistant Secretary to the 1/2 1,000 Deputy Attorney General, Member Oct 1, 2013–Sep 30, 2014 Office of the Attorney General Member Oct 1, 2013-Sep 30, 2014 2/2 1,000 Member 7. Mr.Thanawat Wongwaithaweewong April 4-Sep 30, 2014 2/2 1,000 Deputy Director Department of Member 0/1 1,000 Criminal Litigation 9, Crimninal Cases Oct 1, 2013–Sep 30, 2014 -- Office, Office of the Attorney General Member 2/2 1,000 Member Oct 1, 2013–Sep 30, 2014 8. Mr.Thana Benjathikul Member Oct 1, 2013–Sep 30, 2014 1/2 - Thana Benjathikul Law Office Co., Ltd. Member Oct 1, 2013–Sep 30, 2014 Member and Oct 1, 2013–Sep 30, 2014 1/2 - 9. Mr. Sanguan Teeyapaiboonsin Secretary Oct 1, 2013- Oct 7, 2013 2/2 - Senior Prosecutor Assistant Oct 8, 2013-Sep 30, 2014 2/2 - 10. Mr. Jirannuwat Thanyacharoen Secretary Oct 1, 2013–Sep 30, 2014 Chief Counselor Law Office, Law & Litigation Assistant - Department Acting Director of Law Department Secretary 2/2 - Deposit Protection Agency -- 11. Mr. Sudthisak Wattanawinid Director of Legal Department Acting - Deputy Governor for Law and Land 2/2 Acquisition 1/2 - 12. Mr. Sudthisak Wattanawinid Director of Legal Department 13. Mr. Pramuanrat Jinnarong Director of Litigation Division 14. Mr.Thanarat Yotvimol Head of Disciplinary Section Acting Director of Legal Affairs Division 15. Ms. Somrattana Kitvilairattana Head of Administration Litigation Section 16. Acting Sub Lt. Amnat Niwasaboot Counselor 6 Acting Head of Arbitration Section Ms. Wanaporn Suksaenkasem Head of Arbitration Section 17. Ms. Jiratti Lawchai Head of Contract Section Source : Litigation Division, Legal Department Dated September 30, 2014 ANNUAL REPORT 2014

49Corporate Governance Guidelines EXAT Authorities and Duties The sub-committee is authorized to give suggestions or legal comments to the Board of Directors as well as consider any performance as assigned by the Board of Directors. GSuobv-ecrnoomrm’siPtteerefofromraSnccreeening the Governor’s Action Plan and Assessment of Name / Agency Position held Appointed Date Number Remuneration of Session (Baht) 1. Pol. Maj. Gen. Surasit Sangkhaphong Chairman Oct 1, 2013–Aug 19, 2014 attended 12,500 Retired Government Official Government Lottery Office 3/3 2. Mr.Satit Laohachareonyos Deputy Director General Member Jan 17, 2013–Aug 19, 2014 3/3 20,000 Department of Highways 3. Mr. Chotisak Asapaviriya Member Oct 1, 2013–Aug 19, 2014 1/3 1,000 Chairman of the Studio 92 Co.,Ltd Member Oct 1, 2013–Aug 19, 2014 2/3 - 5. Mr. Sudthisak Wattanavinid Director of Legal Department Acting Assistant Oct 1, 2013–Aug 19, 2014 3/3 - Deputy Governor for Law & Land Secretary Acquisition 6. Mr. Somporn Somabot Director of General Administration Department Source: Personnel Division, General Administration Department Dated September 30, 2014 Authorities and Duties The sub-committee is authorized to screen the Governor’s Action Plan, set the assessment criteria of the governor’s performance and assess such performance in conformity to the employment contract dated November 8, 2011 and perform other duties as assigned by the Board of Directors, then, report the result of which to the Board of Directors for further consideration. ANNUAL REPORT 2014