Inet Anuual Report 2009

8/8/2019 Inet Anuual Report 2009

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INET to the cloud


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Contents

Highlights of Financial Performance......................................... ............................................... 1

Message from the Chairman of the Board of Directors............................. ........................ 3

Message from President & CEO............................................................... ................................... 5Signi cant change of the company in 2009 and Business objective.........................13

Type of Business ............................................. ................................................. ..............................15

Invesment in subsidiary..................... ................................................ ....................................... 17

Social Contribution Activities ............................................. ................................................. .....18

Marketing and Competition Situation ............................................. ....................................19

Revenue Structure.......................................... ................................................. .............................22

Risk Factors......................................................................................................................................23

Shareholding Structure and Management..........................................................................25

Committees.....................................................................................................................................28

Brief Pro e of Directors ................................................. ................................................. .............35

Report on Good Corporate Governance Practice................................................. .............43

Related party transactions.........................................................................................................53

Audit Committee's Report .............................................. ................................................. ..........55

Management's Discussion and Analysis...............................................................................56

Report of the Board of Directors' Responsibilities for nacial statements.......... .....63

Auditor's Report and Financial Statement...........................................................................64


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Internet Thailand Public Company Limited 1

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2009 2008 2007

To tal As set s Tot al li abi li ties Total shareholders'equity Total revenuesOperatingrevenues

Net profit(Loss)

Operating profit(Loss)

Unit : thousand baht

2009 1/ 2008 1/ 2007 1/

Financial Hightlight

Total Assets 785,322 840,879 830,

Total Liabilities 174,369 229,636 184,5

Shareholders Equity 610,953 611,243 645,641

Total Revenue 575,130 590,758 770,7

Operating Revenue 569,052 580,600 760,306

Operating Proft (Loss) 4,403 (50,457) (11,699)

Net Proft (Loss) 12,210 (29,398) (1,790)

No. o Employees 190 196 204

Financial Ratios

Current Ratio (times) 3.67 3.00 3.64

Gross Proft Margin (%) 32.46 16.43 21.89

Operating Proft Margin (%) 0.77 (8.69) (1.54)

Net Proft Margin (%) 2.12 (4.98) (0.23)

Return on Equity (%) 2.00 (4.68) (0.28)

Return on Asset (%) 1.91 (4.77) (0.34)

Debt to Equity Ratio (times) 0.29 0.38 0.29

Per Share In ormation

Earnings (Loss) per Share (Baht) 0.05 (0.12) (0.01)

Dividend Payment per Share 2/ 0.05 0.05 0.02

Book Value per Share (Baht) 2.44 2.44 2.58

Unit : thousand baht

Remarks : 1/ The consolidated fnancial statement included the per ormance o the Company and its subsidiary,

Mandala Communication Co., Ltd.

2/ As the Board o Directors Meeting No.2/2010, held on February 26, 2010, made a resolution to pay the

dividend payment o year 2009 at the rate o 0.05 Baht per share, to the amount o Baht 12,501,040.

The right to receive has to be approved by Annual General Meeting o shareholders frst.

Highlights o Financial Per ormance


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(Pro . Dr. Pairash Thajchayapong)

Chairman o the Board

For the success o the organization, apart rom e ective management which results in continuous growth, the

maintenance o business stability is also another key actor contributing to outstanding per ormance. Today, Internet

Thailand Public Company Limited has achieved its management potential and organization development to maintain

continuous and steady growth.Internet Thailand Public Company Limited (INET) is committed to maintaining good relationships with all its

customers and strategic partners or their maximum beneft, and this is one o its main business policies, and it is also

the reason or turning out new products and services to ensure customers satis action. Out o the profts that INET

has earned, INET has made some contributions to public and social services.

The development and growth can be attributed to the e orts o our human resources, the most valuable assets o

INET. INET continues to develop our human resources by training to help them gain new knowledge and skills. INET

puts emphasis on the open views to come up with socially avorable innovations. INET adopts good governance

and eels responsible or the society, the concepts o which are re ected in our missions, visions and core values.

There ore, INET is ready to satis y the demand o its customers and partners.Finally, in the name o the Board o Directors, I would like to extend my heart elt gratitude and appreciation to

shareholders, customers, the management and sta or their continued and dedicated support that helped us achieve

tremendous success. INET is committed to maintaining good governance, and INET will strive to become the leading

ICT Solutions Provider in the region and the most trusted public service provider.

Message rom the Chairman o the Board o Directors


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From 2008 to 2009 the economic crisis substantially a ected the business and fnancial plans o Internet Thailand

Public Company Limited. In dealing with this un avorable situation, we operated our business with utmost care and

tried to develop customer-centric products and services to satis y the demand o service users while remaining in

cooperation with our strong business partners who have the expertise in the activities that we are engaging in orabout to engage in, which is regarded as one o the most essential business strategies that keeps us growing.

In 2009, INET had a turnover o 575 million baht: approximately 250 million baht rom Access Business

and approximately 319 million baht rom ICT Business Solutions, both o which are in the proportion o 44:56

respectively.

INET pays good attention to our organizations core value, and put it into practice by adhering to good corporate

governance to ensure outstanding per ormance and continuous growth, which o ers good returns to stakeholders

and builds confdence in our customers and shareholders.

Finally, in the name o the Management, I would like to extend my heart elt gratitude and appreciation to

shareholders, customers, business partners, fnancial institutions, government and private sectors or their continuedand dedicated support. INET is committed to maintaining honest and air relationships with all our business partners,

customers and interested parties or their maximum beneft. INET will strive to become the leading ICT Solutions

Provider and maintain pro essional competence and image.

Message rom President & CEO

(Mr. Dheeramet Pokmanee)

President & CEO


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Annual Report 20096

1246 3 5 7

1 Pro . Dr.Pairash ThajchayapongBoard Chairman and Chairman o Executive Committee

2 Dr. Thaweesak KoanantakoolDirector, Chairman o Risk Management Committee,Vice Chairman o Executive Committee and Chairman o CEO

Per ormance Review Committee3 Mr. Aran Permpiboon

Independent Director, Chairman o Nominationand Remuneration Committee and Audit Committee Member

4 Pro . Emeritus Dr. Achara ChandrachaiIndependent Director and Chairman o Audit Committee

5 Mr. Sahas TreetipbutDirector, Nomination and Remuneration Committee Member and Executive Committee Member

6 Mr. Chavalit UttasartIndependent Director, Audit Committee Member and Nominationand Remuneration Committee Member

7 Mr. Patrakorn AksornvoranartDirector and Risk Management Committee Member

Board o Directors


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8 9 1113 101214

8 Ms. Narumol WangsatorntanakunIndependent Director and Risk Management Committee Member

9 Mr. Noppanat HutacharoenDirector and CEO Per ormance Review Committee Member

10 Mr. Asa SattayutDirector

11 Ms. Tanwadee WongteraritDirector and CEO Per ormance Review Committee Member

12 Mr. Aniruth HiranraksDirector

13 Mr. Dheeramet PokmaneeDirector and Executive Committee Member

14 Mrs. Morragot KulatumyotinDirector, Risk Management Committee Member and Executive Committee Member


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Annual Report 20098

2 435 1

Executives

1 Mr. Dheeramet Pokmanee President & CEO

2 Mrs. Morragot KulatumyotinSenior Executive Vice President & COO

3 Mr. Buncha SrisamanuwatExecutive Vice President Engineering & Services

4 Mr. Suvech Ongla-or

Executive Vice President Finance5 Mrs.Linitda Sooksomstarn

Executive Vice President In ormation & Organization Development


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Important Changes in 2009and Type o Business


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Annual Report 200910

Vision, Mission and Core Values

Vision- To make "In ormation fnds you" a reality

Mission- To utilize high value innovations and communication technologies with the aim o enhancing the modern

li estyles and business o stakeholders

Core ValuesInternet Thailand Public Company Limited or INET operates a business that trans orms knowledge into business

opportunities. We uphold 6 principles as ollows:

1. Per ormanceINET work in a result oriented culture where good results shall be appropriately rewarded. Good results must have

acceptance as evidenced by peer review and cross-evaluation.

2. Innovation

INET appreciate every idea that develops better solutions in response to customers needs. In our terminology,innovation is more than just providing better goods or services - it includes business process optimization or

improvement as well. Innovation is part o everyones job.

3. FairnessINET have a frm belie that we can prosper together with stakeholders including shareholders, customers, sta ,

partners-alliances and society in general. INET, there ore, attempt to balance the benefts among every stakeholder.

4. Teamwork INET beneft rom the diversity o our people. Our business succeeds by holistic communications, sharing,

and working together where INET respect each others and the customers integrity. INET respect di erences and

individualism.5. IntegrityOur personnel are pro essional, honest, responsible, ethical and reliable at all times. INET do not engage in any

unethical activities. We frmly believe that being a good corporate citizen can lead us to the greater success. INET treat

the competitors with airness and in accordance with ree market competition principles which will in turn beneft our

stakeholders in the long run.

6. DynamismINETrespond to external changes by making better internal changes. These changes require proper risk management

in order to achieve higher organization value. INET work hard to prepare advanced plans and contingencies even

though some o these plans will not be implemented; it is better than to risk lowering the value o our organization.


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Milestones to success

INET : A decade o successINET was established jointly by CAT Telecom Public Company Limited (CAT), TOT Corporation Public Company

Limited (TOT) and the National Science and Technology Development Agency (NSTDA) and has continuously

expanded its operations ever since. February and March 1995 INET was granted a license to provide commercial Internet Services rom CAT and was

established as Internet Thailand Service Center (ITSC) October 1997 The Company was changed to a state enterprise under the name Internet Thailand

Co., Ltd November 2001 The Company ended its state enterprise status by listing the company on the Stock

Exchange o Thailand and selling shares to the public via electronic IPO. November 2004 The Company re-branded with its brand "INET", new logo and slogan "Always by your

side" November 2004 INET invested in the Netbay Co., Ltd. in a ratio o 40% to extend to e-logistic service

provision. August 2005 INET has built a solid ground or a sustainable growth by establishing a subsidiary,

Mandala Communication Co., Ltd., to expand into Internet Protocol (IP) business in

the uture. August 2006 INET provided an internal management method consistent with the good corporate

governance guidelines by developing an evaluation system consistent with the

companys strategies with Balance Scorecard and integrated with Enterprise Risk

Management System at all levels o organization.

December 2007 INET launched OpenCARE (Open Exchange or Collaborative Activities in Responseto Emergencies) project which had been initiated and developed by INET with

supporting unds rom NECTEC. July 2008 INET opened the INET Security Center to provide Log Management Service and

In ormation Monitoring Service to support the Computer Crime Act B.E. 2550 and

to comply with in ormation security system management standard, under joint

cooperation between INET, Mandala Communication and Sim Commander Co., Ltd. 2008 INET executed a contract or employment as consultant on network and security

system or TOT Public Co., Ltd. or "His Majesty the Kings 80th Anniversary, 5 December

2007 O cial Center Project". 2009 INET collaborated with Symantec (Thailand) Ltd. to launch new service; Inet-Endpoint

Security Solutions, or the frst time in Thailand by applying the concept o "Cloud

Computing" with "Managed Security Solutions" in order to protect all data and

computers in the network rom many kind o threats or corporate customers via ee-

based Internet computing, the frst in Thailand." 2009 INET raised stake in Netbay Ltd to o er complete, integrated online services in

e-Logistics and e-Enterprise.

Honorable Awards & RecognitionsINETs mission to o er the most excellent services and its good corporate governance philosophy have earned the

company many accolades and awards; Year 2000 : ISO 9002 : 1994 certifcate or corporate management standard

Year 2001 : The best internet service provider rom Bangkok Post Poll.


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Year 2001 : Best newly Listed Company rom asiamoney magazine.

Year 2002 : PR week award in fnancial category or the IPO campaign prepared by Ogilvy PO Worldwide.

Year 2002 : Disclosure Reports Award 2002 rom the Securities and Exchange Commission.

Year 2003 : Disclosure Reports Award 2003 rom the Securities and Exchange Commission.

Year 2004 : ISO 9001 : 2001 certifcate or connectivity corporate services

Year 2004 : Deloitte 2004 Asia Pacifc Technology Fast 500 rom Deloitte Touche Tohmatsu Chaiyos Co.,Ltd

Year 2005 : "Outstanding Organization in IT Business" rom Annual Outstanding Organization Selection

Committee and Business Outlook newspaper with the support o Thai Society Foundation

Year 2006 : ISO 9001 : 2000 certifcate or Corporate Node, MetroLAN and Data Center

Year 2007 : Registered as a Consultant Type A : Telecommunication and IT with Thai Consultant Database Center,

Ministry o Commerce.

Year 2008 : Selected as an outstanding establishment on labor relations and wel are or 2008.

Year 2009 : Selected as an outstanding establishment on labor relations and wel are or 2009.


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Signifcant change o the company in 2009 and Business objective

Signifcant changeIn 2009, INET launched a ully integrated Cloud Computing network security service in cooperation with Symantec

(Thailand) Co., Ltd., our strong strategic partner, by the introduction o the new products entitled "Inet - Endpoint

Security Solutions", which are capable o malware elimination, spamming prevention, data backup and recovery. Thehigh technology solutions are suitable or all types o business organizations; they include the frst cloud computinglease service in Thailand.

Our unlimited real time Inet-web X erence service provides many cost e ective and time saving unctionalities orvideo con erencing service or international agencies or branches in the introduction o products and services to theirpotential customers, and or educational institutions in distance learning courses.

INET has expanded its International Internet Gateway (IIG) rom 350 Mbps to 400 Mbps to improve our internationalconnection speed that will always be stable even in case o emergency. The expansion will be capable o meeting alltypes o business demand arising rom the launching o new products and services, especially the ones that requiremore than one route which must be highly stable and always be accessible. INET has also improved the speed o itsMetroLAN rom 1 Gbps to 10 Gbps

INET has made and developed an online magazine, called "By Your Side", which is the way to stay in contact withclients over the past 2 years. The magazine consists o li estyle news, IT news, as well as the interview o leadingbusinessmen in aspects o their daily li e. The magazine will be delievered directly to clients and those interested inthe magazine by subscribing on the Companys website: http://www.inet.co.th.

Business ObjectiveThe company has a vision to provide various services which are a part o daily li e to ollow the concept o "To

make "In ormation fnds you" a reality". The company ocuses on demand ulfllment and deliver a better way o li eand business process to contribute the highest return to the stakeholders, shareholders, customers, business alliesand society.

The company has a policy to promote quality o service that is equivalent to international standard hence the

company attempts to enhance the profciency and capability o the operation. Customer centric approach is beingapplied in order to serve specifc service that respond particular customer. The six business units are ormed to providevarious services categories accompanied with services rom business partners those have expertise in each feld. Boththe company and business allies aim to build customer value rather than use price competition strategy.

The company places importantce on developing sta s competencies to be able to create innovative products,services and marketing strategies those provide added value to our customers. The direction to strengthen sta scompetencies would lead us to achieve our goal to be "a Learning Organization".

Signifcant changes within the organizationSignifcant changes within the organization in 2009 are as ollows:1. The Board o Directors appointed Mr. Dheeramet Pokmanee the Managing Director by approval o the Ad Hoc

Committee on the President & CEO Recruitment based on the per ormance assessment conducted by the ManagingDirector Per ormance Assessment Committee.

2. In 2009, the organization internal management structure was improved to ensure appropriateness and highere ciency in management.

3. INET was awarded the ISO9001: 2008 or provision o Dedicated Line (Node and MetroLAN) and Internet DataCenter (IDC) services to corporate accounts under the policies on delivery o high quality to meet the customersdemand or users satis action with constant improvement and strict compliance with the international laws andtechnical standard or the ninth year.

4. Preparation o the In ormation Security Management System (ISMS) to enable INET to e ciently reduce risk opportunities and actors which would impact upon the business and in ormation security, taking into consideration3 elements o the in ormation security, i.e. 1) Confdentiality - assured that only authorized persons can access to

in ormation; 2) Integrity - assured that in ormation is accurate and complete without being altered or changed byunauthorized persons; 3) Availability - assured that in ormation is always readily available or use by those authorizedto have access thereto. The procedures would cover the security policy, the security unit, asset administration, sa etymanagement o the personnel resources system, physical management and the environment, communication


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management and execution, in ormation access control, in ormation management, procurement, development andmaintenance, event management process and arrangements to enable continuation o business during accidents,all o which must undergo a thorough examination to ensure that INET would be stable, secured and could survivein ormation threats, which would contribute to stability and continuous use o services by service users. Currently,INET is in the process o preparing to fle application or ISO 27001:2005 certifcation.

5. INET made the Balanced Scorecard and managed the risks associated with our main marketing strategies.

Communications at organization and employee levels shall be made to ensure the best internal control and audit. There shall be cooperation with many internal audit agencies to exchange the knowledge and in ormation on the risksthat we may be involved in and the scope o risk management to ensure proper procedures or the entire organizationand the understanding o sta in the risk management within the organization in line with our visions, missions andstrategies.


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Type o Business

The Companys business group1) Internet Access

INET caters or all types o businesses throughout the country with a variety o broadband connections. One-Stop

Service helps businesses obtain a connection set up by a team o experts. Enterprise Access o ers exible leased linesor organizations demanding the highest quality connections. INET also o ers MetroLAN with Ultra hi-speed Internetthat can transmit and receive data at speeds up to 100 Mbps, a step towards the "Intelligent O ce".

1. MetroLAN Service This is o ce fber optic network or limited local and international Internet access at the speed o 10Mbps (LAN

speed) or aster. The service can be used by business o any size on a stable Ring Network o Full Redundancytype or prevention o network ailure; 24 hr. connection or high speed Internet access and data communication;suitable or leading organizations requiring e ective operation and e cient communications. The MetroLANservice is the business o the uture world using intelligent o ce or wireless o ce and other high technologiessuch as Multicast Video Streaming, Video Con erence, Voice over IP (VOIP), Online Data Back-up, Virtual PrivateNetwork (VPN) connecting major business centers in the Greater Bangkok covering an area o over 1 million

square meters.2. Enterprise Access Service

Internet service through leased line or local and international connection with a speed o 64 Kbps or more usingcutting edge technologies such as TDM, MPLS, G.SHDSL and Frame Relay, and the structure capable o ullyintegrated solutions such as security, VOIP, VDO con erence, etc. We have partners that are leaders in provisiono network service. With our service it its possible to search, send or receive data locally and internationally 24hr. It is quite exible so it can be confgured to suit the needs o each organization. Our customers can manageand control their businesses with their fxed IP addresses and their own domain names.

3. Broadband Internet Service The Broadband Internet service is o ered through an entire network with the speed o 256 Kbps 4 Mbps. It

is always on and can be used or an unlimited period. Fixed IP address is provided or pro essional IT solutions

such as web service, e-commerce, etc. It is a one-stop service rom our experts on ully integrated management. There are two Network Operation Centers or network connections to ensure maximum stability or user.

2) Business SolutionsINET o ers complete, integrated ICT business solutions or modern, networked business operations, with

pro essional teams having long experience in serving and supporting corporate clients. INET and its partners o erfve main Business Solutions.

Business Collaboration Solutions INET o ers solutions that increase business competitiveness on a highly secure, stable and ast internet network,

such as Inet-SMS or sending SMS to large numbers o targeted clients in a ew seconds with considerablesavings, International Roaming or business executives who want to connect the Internet anywhere in theworld, and virtual international network connection via Private Network (IPVPN) or international businesseswanting the most secure data communication in all orms.

E-Business & Media Services INET o ers a variety o online applications which speed up work processes and increase e ciency, such as

Online Recruitment which acilitates e ective recruitment via online applications with integrated databasemanagement, e-Marketing Consultant Services or online marketing, and modern marketing activity planning,complete Web & Application Development Services or web design and applications.

Banking and Financial Services INET o ers ast, secure fnancial transactions on a stable network linked with leading fnancial institutions such

as the EDC Network Service, which o ers electronic payment services via credit card, debit card and smart card. Terminal Line Encryption is a secure encryption service to combat electronic data the t. INET also sells, leases

and installs EDC Terminal or electronic payment services. ICT Services Complete ICT services to create business opportunities such as planning, system development or services that

meet every requirement, including pro essional installation and operation.


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Managed Security Solutions Total security management solution, o ering two types o service: Network Security Service takes care o security o the Internet network, such as Log Management Solutions,

a total solution or restoring and administering log fles, which is in compliance with the Computer Crime Actand that covers all types o organization at every level and or every budget, including monitoring and sendingalerts or any threat 24 hours a day.

In ormation Security Service ensures that all working terminals are completely secured and ree rom threatssuch as viruses, malware, spyware, and spam mail that can a ect an organizations critical data. To support this service, INET has also set up the INET Security Center to provide security services or a corporates IT

acility, with real-time security alert 24 hours a day by a team o security experts who can give advice on and solutionsor security threats.

3) INET Data CenterINET o ers business data management center services through the most secure and stable network with 24-hour

service by a team o experts who are ready to provide advice and support. INET Data Center is a center o service ororganizations and enterprises that need to provide data through Internet or Intranet, Public Network and PrivateNetwork. INET Data Center o ers a Co-location service, Web Hosting service, Virtual Private Server (VPS) and othervalue-added services such as the Disaster Recovery Center. INET Data Center o ers the ollowing services:

INET Security Center : O ers data security service to cover every need and budget o corporate clients at alllevel. The Center manages the Log File in compliance with the Computer Fraud and Abuse Act 2550.

Disaster Recovery Center : O ers data backup service to ensure data recovery in case o damage to thecorporations main data.

Web Hosting : O ers Web Hosting service under Virtual Private Server (VPS) technology that webmaster canmanage on its own in real time.

Dedicated Server : O ers data storage in a Shared Rack or corporate clients instead o investing in the additionaloverhead associated with maintaining your own in rastructure, and with support using our hardware leasingprograms.

Co-Location : O ers data storage in Shared Rack or corporate client wanting a private renting space or datastorage.

There are two INET Data Centers: a primary center located at Thai Summit Tower and a secondary center located atBangkok Thai Tower. Both centers run complete backups o each others data in ull redundancy manner, and they arewell equipped with security systems that meet international standards. The service is provided 24 hours. Most o ourcustomers are leading organizations such as fnancial institutions that operate online securities trading, amous localweb hosting companies and overseas users who want to localize their products and services in Thailand.


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Social Contribution Activities

For education activities, INET is determined or creativity and upholding o the society and community with

in ormation technology and the communications benefcial to development and learning promotion o Thai youth

e.g. "INET Young Webmaster Camp Project" in conjunction with Thai Webmaster Association to organize the activity in

7th year as the stage in initiating chance or Thai youth all over the country to encourage them to show their potentialin expressing creation and gaining outside classroom experience to state o pro essional webmaster with good ethic

which will be strong oundation in social and national development in the uture. Presently, there are 560 students

attending this project.

In the Digital News Pigeon Seminar No.7 held by the IT News Reporters Club o the News Reporters Association

o Thailand, INET o ered the training o new IT reporters through dissemination o knowledge in positive thinking

and personality development and the development o use ul skills that young news reporters can use in their uture

career.

In 2009, INET provided an opportunity or interested students rom various institutes to visit the INET Data Center

and exchange knowledge on the Companys operation. There are institutes and interesting groups rom PoliceNational Bureau, Royal Thai Police, the Prime Ministers o ce, and King Mongkuts Institute o Technology Ladkrabang

visiting the Company during the year o 2009.

INET has supported the OpenCARE Foundation (Open Exchange or Collaborative Activities in Response to

Emergencies) which is online network covering internet, telephone circuit including radio wave in order not to make

emptiness in the connection or access to the data, to have duty as network supporting access to in ormation or

warning o the calamity rom di erent agencies rom national to people level. This concept has been inspired by

tsunami calamity in 2004.

INET has supported the Internet Foundation or the Development o Thailand in the application o ICT to

communication or economic and social development, especially in the rural communities to help the underprivileged

learn and understand ICT or raising the standard o technology education and leading to a better way o li e. INET

has also assisted non-proft organizations in the Internet communication.

INET pays a lot o attention to the environment. INET has implemented the Green O ce Project to raise our

employees energy conservation and global warming awareness. INET has done advertising campaigns in many orms

o media to raise the awareness o the environment among companies, shops and agencies within the government

and private sector. INET has also participated in the O ce o Social Securitys White Business Establishment Project,

which aims at prevention o narcotics consumption in the workplace.

In addition, INET was honored by media to provide an interview o INETs business and services, regarding technology

usage or energy and cost saving in domestic organizations. The interviews were published and broadcast in many

media channels, such as MBA Magazine, e-Commerce Magazine, IT Time" Trinity Radio FM 98.75 MHz, Neepandin

Program, Business Hour Nation TV, IT Time: Inet-Web X erence program.


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Vision : To make "In ormation fnds you" a reality

Mission : Use the highest value o innovation and data communication technology to meet way o li e and modern

business creating maximum beneft to stakeholders

INET has a strong determination to maintain and expand the customer base or Internet Access services in orderto provide urther pro essional IT solution services and to take control o new business operations e ectively by

adopting the ollowing business management guidelines:

1. Financial Per ormanceThe fnal business target is generation o attractive incomes or high returns on investment as determined rom the

turnover, net proft, growth rate, etc.

Income generation methods:

1.1 Revenue GrowthTo maintain and expand the customer base or access business, the service that INET has expertise in. INETwill also provide business solutions and data centers capable o co-location service or security purpose and

introduce other new products and services to its existing customers.

1.2 Cost Reduction & Productivity ImprovementTo reduce production costs and add more value to the services by maintaining an excellence service

standard.

1.3 Asset Utilization & Investment Strategy

The cash ow liquidity makes an opportunity or INET to be able to make more investments and benefts to its

organization development by using the existing assets.

2. CustomersCustomer expansion activities:

2.1 Product & Service AttributesTo create brand loyalty, the products and services shall have valuable attributes: timely delivery, high quality,

use ul unctionality and competitive price.

2.2 Image & Reputation

It is necessary to acquire good image and reputation. Apart rom establishment o brand loyalty, INET will

uphold the six main organization values to display its operation standard.

2.3 Customers Relationship

INET ocuses on marketing activity continuously and builds its customer and partner relation regularly.

3. Internal Process

The internal process will be improved as ollows:3.1 Innovation

There will be two innovation strategies, one is to ocus on cost reduction o products and services and two is to

make di erent products and services so as to ensure that INET is able to build a value innovation.

3.2 Operation Management

To use a exible operation management or carrying out the right process.

3.3 Customer Management

INET pays a lot o attention to customers by using customer survey regularly.

3.4 Social Responsibility

INET is responsible or its products and services in respect o production process, distribution and a ter - sales

service, aiming at high quality and/or compliance with the ISO standards that INET were awarded or the past

8 years, including the ISO/IEC 27001 already applied or and pending decision.

Marketing and Competition Situation


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4. Intangible Assets (Learning & Growth)An organization structural development through long-term planning, short-term and medium-term capacity

increase or internal process improvement as ollows:

4.1 Human Resources Development

To ensure that INET is ready or uture depth and width expansion, INET constantly develops its human resources

through training and re-skilling o its existing employees and recruitment o new talents.

4.2 IT Application

The in ormation technology shall be applied to management more to ensure plenty o up-to-date in ormation

or the analysis o organizations business and marketing situation and assistance in operation management.

4.3 Organization Structure

To create the exible organization structure or adapting to the current competitive situation.

Types o customers and target groups Two categories o customers:

1. Corporate Accounts: Finding that the service is highly reliable, many government agencies, state enterprises, banks,

fnancial institutions and private frms have corporate accounts and good long-term relationship with us. They are the

main sources o income.

2. Individual Accounts: They are individual customers.

Competition within the industryAccording to National Electronics and Computer Technology Centers (NECTEC) fgures, the value o the Internet

Access service increased by 20% in 2009 as compared with 2008 1. The demand or LAN and wireless broadband

Internet has increased rapidly in all parts o the country due to the advent o WIMAX, the next generation o wif.

The IP Service Networks all over the world will expand by 5 times in 2013 due to the use o broadband Internet,

video streaming, mobile connections and digital multitasking. This is an indication that all Internet users in the world

must upgrade their systems in line with the advancement in technologies. In the private sector, there is a great deal o

demand or communication service o IP Service, Internet Access and mobile Non-voice types as compared with thegovernment sector that still uses the legacy systems. It means that there are many uture markets or the value added

products and services, especially the changeover by the government sector to the use o IP Service and mobile non-

voice service.

Many service providers are engaging in ferce competition. Partnership with the frms ully equipped with a wide

range o business solutions helps us remain competitive because it enables us to adopt the most e ective strategies

or investment, cost management and service provision and to develop the products and services that truly satis y the

requirements o many industries.

At the So tware Park meeting in Asia, the Internet access was discussed in respect o concepts, commerce, health

and education. This is the golden opportunity or the Internet service providers in Thailand to develop their productsand services with their business partners.

Through the adoption o customer-centric strategies in 2009 and the ICT business expansion that paid attention

to di erent segments, especially commerce, health and education and the overall demand or ICT solutions, INET has

rearranged all the service port olios as Internet Access, INET Data Center and Business Solutions to satis y the demand

in a proactive manner.

Apart rom adoption o customer-centric marketing strategies, INET has to improve the tools or reaching the

digital age target groups directly in line with the social media demand that increased by 66% in 2009. To satis y the

Social Networking demand, INET has launched INET Twitter, INET Club Facebook and By Your Side Facebook service

to expand the digital market in order to reach the target groups.

The Marketing Department and Business Sector have been cooperating on the value-added innovation on the

basis o the visions and strength to keep INET abreast o the present marketing situation. INET pays a lot o attention


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to the Cloud Computing Technology at present, and cooperates with Symantec, its strong partner, on the launching

o Inet-Endpoint Security Solutions service. INET is making the best e ort to sell Managed Security Solutions and

proactively present Cloud Computing service with cutting edge technologies to its target groups. The economies

o scale and exibility in e ective IT management can help the customers reducing production costs and take some

calculated risks in the operation on the network with only the ee per number o times o connections without having

to pay a large sum. This is the o er which is suitable or this economic situation.

The expansion o market or government sector customers is the testimony o the unlimited strength in business

solutions. In the governments Tonkla Acheep (occupational training) Project that was success ully implemented, INET

helped design its IT management system.

INET shall maintain the standard o its Internet service according to its quality policies on the provision o Internet

service to corporate and individual accounts, under which INET will constantly improve its products and services to

ensure customers satis action and compliance with international laws and technical standards. INET will come up

with great innovations to meet the demand or Internet access that is rapidly increasing all the time, especially in

2010.

Remark : 1. Report o the survey on groups o Internet users in Thailand, 2009, National Electronics and Computer

Technology Center.


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Consolidated Financial Consolidated Financial Consolidated Financial

Statement 2009 Statement 2008 Statement 2007

Million Baht % Million Baht % Million Baht %

1. Access Business 250.49 43.55 272.71 46.16 406.29 52.71

2. Business Solutions 2/ 318.56 55.39 307.89 52.12 354.02 45.93

Total revenue rom operating

business 569.05 98.94 580.60 98.28 760.31 98.65

3. Other income 3/ 6.08 1.06 10.16 1.72 10.43 1.35

Total Revenue 575.13 100.00 590.76 100.00 770.74 100.00

4. Share o proft rom an associate 4/ 11.12 1.93 10.57 1.79 8.82 1.14

Remarks : 1/ Consolidating the Companys fnancial statement with the fnancial statement o its subsidiary,

Mandala Communication Co., Ltd.

2/ Revenue rom Business Solutions included revenues other than revenue rom Access Business such as

revenue rom INET Data Center (IDC), Business Collaboration Solutions, E-Business & Media Services,

Banking and Finance services, ICT Services, Managed Security Solutions and Sales o computer and

relevant equipment.

3/ Other income consisted o interest income and other income.

4/ The Company has been acknowledged the share o proft according to the Equity Method rom the

investment in 40% shares o the associated company, Netbay Co., Ltd.

Revenue Structure

Services and products

Revenue Structure o INET and its Subsidiary 1/


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General risk actors in the industry1) Risk associated with time extension o en orcement o telecommunications businessmaster plan A.D.2008-2010

It was ound rom the Telecommunication Enterprise Master Plan No. 2 (2008-2010) issued by the National

Telecommunications Commission (NTC) and published in the Government Gazette Vol. 125, Special Section 65 dated

1 April 2008, that during 2008 to 2010, NTC would ocus and emphasize on strengthening Thai telecommunication

enterprises by allowing ree and air competition and greater participation by the public. There would be thorough

services supporting technological blend towards sustainable international standard under the sel -su ciency

philosophy or beneft o the country and the public as a whole based on a key principle, i.e. supervision o

telecommunication enterprise operation as required emphasizing on en orcement o rules and regulations creating

ree, air and equal competition, taking into account beneft o the people as a whole. However, it was essential to issue

necessary rules and regulations thoroughly, such as right o way, price regulation emphasizing on en orcement o the

rules and regulations prescribed including provision o thorough basic telecommunication services and prescriptiono rules and regulations on a timely basis to keep pace with various technological changes, such as 3G mobile phone,

WiMAX (wireless net service covering area o several kilometers to replace cable and copper wire networks). However,

NTC was still lacking ascertainment regarding supervising agency to be in charge, personnel, tools, process to ensure

e cient supervision and en orcement materialization. In addition, all policies and rules o NTC, both existing and to

be issued, should be reviewed and adjusted to be in compliance with practices and new laws to be promulgated, in

which there might be some rules impacting upon INETs business operation direction. However, INET has a policy

to operate the business emphasizing on providing good services with quality and airness to service users. INET

designated the Legal Department to closely pursue the situation and coordinate with government agencies to ensure

maximum compliance with new regulations to be en orced, and timely correction.2) Risk associated with con ict o interest o the major shareholders in doing competitivebusiness

Besides National Science and Technology Development Agency (NSTDA), one o major shareholders (17%), INETs

major shareholders, are also CAT Telecommunications Public Company Limited ("CAT") and TOT Public Company

Limited ("TOT"). Both hold companys share in the proportion o 16% o paid up registered capital o INET. CAT and

TOT have designated two representatives to hold the position o director o the company and to be the signatories,

in this respect, INETs policy seriously ollows the corporate governance with the role, duty and responsibility o the

companys directors being stipulated clearly, or example, the making o Code o Conduct in writing regarding secrecy

upkeep and in ormation within INET and stipulating that the director having interest will have no participation in

making decision in the matter o his interest.

At present both CAT and TOT provide commercial internet service too. Both agencies have competitive edge since

they have their own network. However, INET arranges the measure to reduce the risk in doing the business having

the same competitor cooperating as the business ally with the major shareholder eaturing jointly giving service to

the customers in order to maximize the available resources or utmost beneft, able to expand customer base and

increase market share o the competitor in providing internet service.

Risk actors rom the companys business operation.1) Risk associated with business competition .

INET expects that in the year 2010, the competition in internet service will be intensifed due to the liberalization

o telecommunications business o the National Telecommunications Commission ("NTC") since the year 2005. INET isconfdent that it is ready or the competition because o the advantage in giving ull service plus long experience in

internet business. Moreover main policy o INET concentrates on service quality or total satis action o the customer

Risk Factors


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rather than pricing. INET tries to develop and improve its products and service continually by increasing high speed

signal media circuit both domestically and internationally to meet higher demand o the service users. The ISO

9001:2008 or Corporate Services o always connected type and INET Data Center (IDC), and the use o In ormation

Security Management System (ISMS) within the organization or Internet Data Center-IDC, Corporate Node and

MetroLAN help building customers confdence in the international quality standard o our services.

INET maintains its competitiveness through customer-centric product and service development to meet the ICT

demand o various industries through proactive marketing strategies. INET hopes to expand its customer base in

three areas, namely Internet access, Business Solutions and INET Data Center. INET also provides consultation on

Network System Integration (NSI), which covers the studies o system analysis, in rastructure, Hardware, So tware

and turnkey or partial project implementation. INET was registered in Category A, Registration No. 1636, with the Thai

Consultant Database Center on March 18th, 2009, which will expire on March 16th, 2011.

2) Technological alteration The communication and telecommunication business including in ormation technology business are dynamic

and technologically developed especially connection speed. High speed internet connection will be more popular

than the past connection resulting in highly competitive market especially the service charge which tends to be

lower. Moreover, new technology in other connection eg. connection through Wimax requency wave (Worldwide

Interoperability or Microwave Access), WiBro technology (Wireless Broadband) which is connected via mobile phone

and Third Generation (3G) Mobile Network service, etc. This new technology becomes more widespread in the

developed country. INET realizes the said change and hence attempts to develop product/service o the company to

keep pace with technological change by setting IT Coordinating Committee to study and regularly ollow technological

change, and exchange IT data in order to be advantage and support or INETs business.

Risk actor rom projects which are di cult to control timeFrom investments in projects which are di cult to control time and need to rely on expertise o third parties,

INET became aware o weak points and strong points including remedial measure to ensure optimal benefts to INET

and prevent recurrence o such incidents. INET, there ore, studied to fnd such remedial measure. Should there be

a project the Company would be interested to execute, INET would require that rules be applied to examine the

project, to select allies emphasizing on those with potential and expertise in such business, to control and reduce and

handle risks be ore investing in any project, or presentation to the Board o Directors or consideration and approval.

INET would emphasize on businesses in which INET is best qualifed or, especially services on Internet Protocol (IP)

networks.


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Shareholding Structure and ManagementThe frst top 10 shareholders on the closing date o the registration book as o January 29, 2010 are as ollows::

Rank Name No. o shares %1 National Science and Technology Development Agency 42,500,000 17.00

2 TOT Public Company Limited 40,000,000 16.00

3 CAT Telecom Public Company Limited 40,000,000 16.00

4 Mr. Chaweng Apatha 13,912,000 5.56

5 Thai NVDR Company Limited 7,934,800 3.17

6 CLEARSTREAM NOMINEES LTD 6,623,466 2.65

7 Ms. Suthida Chumpani 5,200,000 2.08

8 Mr. Thanabodi Huthakun 3,000,000 1.20

9 M.D. Chumphon Limchuwong 2,788,900 1.1210 Ms. Sahaphap Samo 2,200,000 0.88

Total 164,159,166 65.66

Source : Major shareholders as o January 29, 2010 prepared by Thailand Securities Depository Co.,Ltd.

NVDR Outstanding ShareAs o January 29, 2010, Thai NVDR Company Limited has companys share as NVDRs (Non-Voting Depository

Receipt) outstanding o 7,934,800 units or equivalent to 3.17% o total shares o the company. The NVDR holders

are not allowed to vote in the Annual General Shareholder Meeting, excluding the agenda related to withdraw NVDRs

rom the status o listed company share o The Stock Exchange o Thailand.

Dividend Policy The companys dividend policyThe companys dividend policy is to pay dividend no less than 30% o proft a ter tax, i the und is not required

elsewhere and subject to the economic and uture project o the company and the subsidiary and the payment would

have no signifcant e ect on the running o the company.

Shareholding Structure and Management


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Company Secretary

Core Management Committee

Corporate Adviser

Business Engineering & Services

Organization ChartFrom until present December 31, 2009


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Board of DirectorsRisk Management Committee

Audit Committee

Office of Internal Audit

Nomination & RemunerationCommitteeExecutive Committee

President & CEO

Senior EVP (COO)

QMR/SMR

Finance Information & OrganizationDevelopment


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As o December 31, 2009, the Company has six committees: the Board o Directors, the Executive Committee, theAudit Committee, the Nomination and Remuneration Committee, the Risk Management Committee and the CEOPer ormance Review Committee.

The Board o Directors The Companys Board o Directors consists o 14 members who are scholars and experts and whose personalqualifcations ully con orm to Section 68 o the Public Company Act B.E. 2535 and the Notifcation o the Securitiesand Exchange Commission (SEC) No. KorJor. 12/2543 Re: Application or approval and granting o approval or an o er

or sale o newly issued shares dated March 22, 2000. They are:(1) Pro . Dr. Pairash Thajchayapong 1 Chairman o the Board o Directors and Chairman o Executive

Committee(2) Mr.Aran Permpiboon 1 Independent Director, Chairman o Nomination and Remuneration

Committee Member and Audit Committee Member(3) Dr. Thaweesak Koanantakool 2 Director, Chairman o Risk Management Committee, Vice Chairman

o Executive Committee and Chairman o CEO Per ormance ReviewCommittee

(4) Emeritus Pro . Dr. Achara Chandrachai 3 Independent Director and Chairman o Audit Committee(5) Mr. Sahas Treetipbut 2 Director, Nomination and Remuneration Committee Member and

Executive Committee Member(6) Mr. Patrakorn Aksornvoranart 1 Director and Risk Management Committee member(7) Mr. Asa Sattayut 2 Director(8) Mr. Noppanat Hutacharoen 3 Director and CEO Per ormance Review Committee Member(9) Ms. Tanwadee Wongterarit 3 Director and CEO Per ormance Review Committee Member

(10) Mr. Aniruth Hiranraks 3 Director(11) Ms. Narumol Wangsatorntanakun 4 Independent Director and Risk Management Committee Member

(12) Mr. Chavalit Uttasart5

Independent Director, Audit Committee Member and Nomination andRemuneration Committee Member(13) Mr. Dheeramet Pokmanee 3 Director and Executive Committee Member(14) Mrs. Morragot Kulatumyotin 3 Director, Risk Management Committee Member and Executive

Committee MemberRemark

1. Appointed to be a director o the Company on April 28, 2008.2. Appointed to be a director o the Company on April 27, 2007.3. Appointed to be a director o the Company on April 24, 2009.4. Appointed Ms. Narumol Wangsatorntanakun to be a director o the Company replacing Mr. Trin Tantsetthi who

resigned on February 26, 2009.

5. Appointed Mr. Chavalit Uttasart to be a director o the Company replacing Mr. Sawait Santanond who resignedon June 25, 2009..Authorized Directors

"Either one o Pro . Dr. Pairash Thajchayapong or Dr. Thaweesak Koanantakool jointly with either one o Mr.AsaSattayut, Mr. Noppanat Hutacharoen, Ms. Tanwadee Wongterarit, Mr. Aniruth Hiranraks are authorized to sign onbehal o the Company with the Companys seal a xed" or "Either one o Mr.Asa Sattayut or Mr. Noppanat Hutacharoen jointly with either one o Ms. Tanwadee Wongterarit or Mr. Aniruth Hiranraks are authorized to sign on behal o theCompany with the Companys seal a xed".

Authority and duties o the Board o DirectorsThe Board o Directors has the authority and duty to ensure that the Company con orms to the objectives, articles

o association and resolutions o the shareholders meeting including the ollowing duties:1. Set the Companys business policies2. Approve the Companys business plans

Committees


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3. Set out the Companys investment and unding plans4. Control and ensure the business operations comply with the Companys business plans5. Manage and govern the Companys operations to achieve the highest beneft and comply with the Companys

articles o association and the resolutions o the shareholders meeting6. Assign one or more o the Companys directors or other persons to execute any task on behal o the Board o

Directors

7. Any director not to operate any business which is similar to or competes with the Company, nor to becomea partner in any ordinary partnership or an unlimited responsibility partner in any limited partnership or adirector in any private company or other companies that operate a similar type o business and compete withthe Company, whether or sel -beneft or or the beneft o the others, provided that a notifcation thereo hasbeen made to the shareholders meeting be ore the appointment o any such director

8. Any director to instantly in orm the Company i he has any interest, either directly or indirectly, in the contractssigned on behal o the Company or holds an increased or decreased amount o shares or debentures in theCompany or subsidiaries o the Company.

Except the ollowing, which has to be approved rom the resolution o the Shareholders Meeting:1. Issues prescribed by law have to be approved by or the resolution o the Shareholders Meetings.2. Issue o related-party transactions with the value o item needed to be approved rom the resolution o the

Shareholders Meeting according to the regulation or promulgation o the Stock Exchange o Thailand aboutrelated-party o listed companies.

3. Issue o buying or selling signifcant assets with the value needed to be approved rom the resolution o theShareholders Meeting according to the regulation or promulgation o the Stock Exchange o Thailand aboutacquisition and disposal o assets o listed companies.

There was a review o duties o the board o directors in order to harmonize with the good corporate governancepolicy.

Moreover, the company realized the importance o good supervising by encouraging 14 directors to attend theDirector Accreditation Program (DAP) and Director Certifcation Program (DCP), which are set by Thai Institute o Directors.The Executive Committee

In the meeting No. 12/2008 o the Board o Directors o the Internet Thailand Public Company Limited held onDecember 29, 2008, a resolution was passed to appoint an executive committee o the Internet Thailand PublicCompany Limited to per orm the duties to support work per ormance o the Companys Board o Directors inestablishment o policies or strategies, including supervision o administration, management and business operationpolicies as at 31 December 2009. The Executive Committee comprises 5 members, namely:

As on December 31, 2009, the Executive committee consisted o the ollowing 5 members as ollows;1. Pro . Dr. Pairash Thajchayapong Chairman o the Executive Committee2. Dr. Thaweesak Koanantakool Vice Chairman o Executive Committee3. Mr. Dheeramet Pokmanee Executive Committee Member4. Mr. Sahas Treetipbut Executive Committee Member

5. Mrs. Morragot Kulatumyotin Executive Committee Member and SecretaryAuthority and duties o the Executive Committee

The Executive Committee has the ollowing authority and duties:1. To support the Board o Directors in establishment o policies or strategies, and in supervision o administration,

management and business operation policies to ensure achievement o fnancial targets and strategiesestablished.

2. To review the Companys annual budget be ore presenting to the Board o Directors meeting or considerationand approval.

3. To consider the Companys new business commencement to ensure compliance with the Companys policiesbe ore presenting to the Board o Directors meeting or consideration and approval.

4. To consider and approve investments on execution o projects on trading o o ce equipments, construction,reparation and improvement o o ce buildings with a value o not exceeding 30.0 million Baht.

5. To per orm other duties assigned by the Board o Directors rom time to time.


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The Audit CommitteeThe Audit Committee has the duty to encourage operational e ency and increase the organizations value to

give e ect to increase confdence and trust in the companys fnancial statements and reports, improve the unctionand process o internal and external audits and improve the e ciency o communication between the internal auditcommittee and the auditor.

As on December 31, 2009 the Audit Committee consisted o the ollowing 3 members and Secretary o the Audit

Committee (All have understanding or experience o accounting and fnance) as ollows:1. Pro . Dr. Achara Chandrachai Chairman o the Audit Committee2. Mr. Aran Permpiboon Audit Committee Member3. Mr. Chavalit Uttasart Audit Committee Member

Remark Mr. Akardej Pralomgan, Internal Auditor o the company is a Secretary to the Audit CommitteeAuthority and duties o the Audit Committee

The Audit Committee has the ollowing authority and duties:1. Review the correct and adequate in ormation disclosure o the Companys fnancial reports by coordinating

with the Auditor and the executives responsible or preparing the fnancial statements on both a quarterly andyearly basis. The Audit Committee may suggest the Auditor to review or to investigate any transactions thatare necessary and material to the Company during the auditing period.

2. Review with the Auditor and internal auditor to ascertain that the internal audit system o the Company isappropriate and e cient.

3. Review and ensure that the Company operates in con ormity with the regulations o the Securities andExchange Commission and the Stock Exchange o Thailand (SET) or other laws which relate to the business o the Company.

4. Consider, select and nominate the Companys Auditor and determine the Auditors remuneration. The selectionshould be based on the reliability, the adequacy o resources and the quantity o jobs in hand o that Auditoras well as the experience o the assigned Auditor.

5. Consider the disclosure o in ormation on connected transactions or transactions with con icts o interest toascertain that they are correct and complete.

6. Per orm any act assigned by the Board o Directors and consented to by the Audit Committee, such as reviewthe fnancial and risk management policy, review the operation o the management to con orm with the codeo ethics, review any management report that is to be disclosed to the public as required by laws such as areport on managements discussion and analysis, etc.

7. Prepare a report on the activities o the Audit Committee or disclosure in the Companys annual report. The report is to be signed by the Chairman o the Audit Committee and should contain the ollowingin ormation:- Opinion on the accuracy, completeness, and credibility o the preparation process and disclosure o the

in ormation in the Companys fnancial report;- Opinion on the su ciency o the Companys internal audit;- Opinion on the compliance with regulations o the SEC and SET, or other laws related to the business o the

Company;- A justifcation or extension o the term o the Auditor; and- Other reports that should be disclosed to the shareholders and other investors within the scope o duties

and responsibilities assigned by the Board o Directors.The Nomination and Remuneration Committee

The Nomination and Remuneration Committee has the duty to consider selecting appropriate person or thepositions o the Audit Committee Member, the Nomination and Remuneration Committee Member and others togovern management and internal control system including establishing criteria or remuneration to the Board o Directors, other directors, President and core management committee.

As on December 31, 2009 the Nomination and Remuneration Committee consisted o the ollowing 3 members asollows:

1. Mr. Aran Permpiboon Chairman o Nomination and Remuneration Committee2. Mr. Sahas Treetipbut Nomination and Remuneration Committee Member3. Mr. Chavalit Uttasart Nomination and Remuneration Committee Member


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Authority and duties o the Nomination and Remuneration CommitteeThe Nomination and Remuneration Committee has the ollowing authority and duties:1. Consider selecting appropriate persons who shall be appointed as new director o the Company, Audit

Committee Member, Independent Director, Nomination and Remuneration Committee Member orSubcommittees appointed by the Board o Directors to propose the Board Meeting or consideration.

2. Set the procedure and criteria to select appropriate person as no.1 and/or the related procedure and criteria to

make transparent or proceeding the Nomination and Remunerations duties.3. Present outline, procedure and criteria on payment o the remuneration or the Board o Directors,

Subcommittees appointed by the Board o Directors and President, which are air and reasonable.4. Present remuneration policy or Management Incentive that harmonized with the companys outcome and

Management Incentives per ormance.5. Per orm any act assigned by the Board o Directors.

The Risk Management CommitteeAccording to the resolution o the Board o Directors Meeting No. 4/2007, held on March 11 2007, the Board o

Directors passed the resolution to approve the appointment o Risk Management Committee or prescribing thepolicy ramework, guideline, and or giving recommendation to the Board o Directors or supervising risks thathave adverse a ect on the Company either internal or external actors to leaving the remaining risks to suitable andacceptable level. As on December 31, 2009 the Risk Management Committee consisted o the ollowing 3 members:

1. Dr. Thaweesak Koanantakool Chairman o the Risk Management Committee2. Mr. Patthakorn Aksornworanart Risk Management Committee Member3. Ms. Narumol Wangsatorntanakun Risk Management Committee Member3. Mrs. Morragot Kulatumyotin Risk Management Committee Member

Remark Mrs. Linitda Sooksomstarn, Executive Vice President In ormation & Organization Development is Secretaryto the Risk Management CommitteeAuthority and duties o the Risk Management Committee

The Risk Management Committee has the ollowing authority and duties:1. To consider the policy and risk management ramework or submitting to the Board o Directors.

2. Follow-up with development o risk management ramework.3. Follow-up identifcation process and risk evaluation.4. Report to the Board o Directors about risks, and management o risks or in ormation regularly. In case there

is a matter having an e ect on the Company materially, the Committee must report to the Board o Directorsor consideration urgently.

5. Communicate with the Audit Committee regarding signifcant risk.6. Per orm any act assigned by the Board o Directors.

The CEO Per ormance Review CommitteeAccording to the resolution o the Board o Directors Meeting No. 6/2009, held on September 21, 2009, the Board

o Directors passed the resolution to approve the appointment o CEO Per ormance Review Committee or imposingpolicies and processes or the review o the per ormance o the CEO. As on December 31, 2009 the CEO Per ormance

Review Committee consisted o the ollowing 3 members as ollows:1. Dr. Thaweesak Koanantakool Chairman o CEO Per ormance Review Committee2. Mr. Noppanat Hutacharoen CEO Per ormance Review Committee Member3. Ms. Tanwadee Wongterarit CEO Per ormance Review Committee Member

Authority and duties o the CEO Per ormance Review CommitteeThe CEO Per ormance Review Committee has the ollowing authority and duties:1. To impose policies and processes or the review o the per ormance o the CEO and recommend to the Board

o Directors or consideration.2. To in orm policies and processes approved by the Board o Directors to CEO.3. To conduct the CEO evaluation review every six months and report to the Board o Directors on the results o

the evaluation review.4. To in orm the results o the CEO evaluation review approved by the Board o Directors to CEO.


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Independent DirectorsA director who acts as an Independent Director has the responsibility o preventing a con ict o interest between

the listed company and the Executives or the major shareholders or other companies which has the Executives,major shareholders or other companies which has the same group o the Executives or major shareholders and areindependent rom the Companys major shareholders and the group o major shareholders including protect airlyevery shareholders beneft. They are:

1. Mr. Aran Permpiboon Independent Director2. Pro . Dr. Achara Chandrachai Independent Director3. Ms. Narumol Wangsatorntanakun Independent Director4. Mr. Chavalit Uttasart Independent Director

Company secretaryThe Board o Directors has appointed Mr.Phathom Anaman as company secretary who has the duty to organize,

prepare agendas or, take minutes o board meetings and annual general meetings (AGMs) as well as take care o companys operation to be complied with the laws and the company regulations.

Attendance o the Board o Directors Meeting or the year 2009The Board o Directors fxes the date to hold the Meeting in advance, and hold Extraordinary Meeting as necessary

as well as prescribing the agenda o the meeting in advance. There is an Agenda or ollowing up with operationresults regularly. The Chairman o the Board o Directors , President and Senior Executive Vice President, jointlymake selection o the agenda o the Board o Directors Meeting so that important agenda are raised in the meeting.Moreover, each director is ree to propose the matters to be added to the Agenda o the meeting. Secretary to theBoard o Directors makes invitation letters to the Meeting accompanied with Agenda and supporting documents7 days in advance o the Meeting, to allow adequate time or the Board o Directors to study the data well be oreparticipating in the Meeting.

In each o the Board o Directors Meetings, the Chairman allocates su cient time, arranging Minutes o Meeting to be taken in writing, and maintaining Minutes o Meeting certifed by the Chairman, ready or inspectiono the directors o the Company or related person in case they may wish to do so.

In 2009, the Board o Directors held a total o 8 meetings, the Executive Committee held a total o 9 meetings,

the Audit Committee held a total o 10 meetings, the Nomination and Remuneration Committee held a total o 2meetings, the Risk Management Committee held a total o 4 meetings and the CEO Per ormance Review Committeeheld a total o 1 meeting as ollows:

Board o directors Executive Audit Committees Nomination & Risk CEO Per ormaMeeting Committees Meeting Remuneration Management Review

Board o directors Meeting Committees Committees CommitteesMeeting Meeting Meeting

Attendance Attendance Attendance Attendance Attendance Attendance(8Times) (9Times) (10Times) (2Times) (4Times) (1Times)

1. Prof. Dr. Pairash Thajchayapong 8/8 9/9 - - - -2. Mr.Aran Permpiboon 8/8 - 10/10 2/2 - -3. Dr. Thaweesak Koanantakool 5/8 9/9 - - 4/4 1/14. Prof. Dr. Achara Chandrachai 8/8 - 10/10 - - -5. Mr. Sahas Treetipbut 7/8 8/9 - 2/2 - -6. Mr. Patrakorn Aksornvoranart 7/8 - - - 4/4 -7. Mr. Asa Sattayut 7/8 - - - - -8. Mr. Noppanat Hutacharoen (1) 4/6 - - - - 1/19. Ms. Tanwadee Wongterarit (1) 5/6 - - - - 1/1

10. Mr. Aniruth Hiranraks (1) 6/6 - - - - -11. Ms. Narumol Wangsatorntanakun (2) 4/6 - - - 3/3 -12. Mr. Chavalit Uttasart (3) 3/4 - 4/5 - - -13. Mr. Dheeramet Pokmanee 8/8 9/9 - - - -14. Mrs. Morragot Kulatumyotin 8/8 8/9 - - 4/4 -

15. Mr. Trin Tantsetthi (4) 1/2 - - - - -16. Mr. Wichien Naksinua (5) 1/2 - - - - -17. Mr Sawait Santanond (6) 2/3 - 4/4 1/1 - -


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Remark (1) Appointed to be a director o the Company on April 24, 2009.(2) Appointed to be a director o the Company on February 26, 2009.(3) Appointed to be a director o the Company on June 25, 2009.(4) Resigned rom the position o director on February 26, 2009(5) Retired rom the position o director

(6) Resigned rom the position o director on May 13, 2009President & CEOIn 2009, the Board o Directors realized the importance o recruitment o President & CEO o the Company and

appointed some additional directors to recruit CEO particularly under the name o the ad hoc CEO RecruitmentCommittee. Under the fnal recommendation o the ad hoc CEO Recruitment Committee, the Board o DirectorsMeeting No. 5/2009, held on August 11, 2009, made a fnal resolution to appoint Mr. Dheeramet Pokmanee actingPresident & CEO to serve a position o President & CEO o the Company, e ective rom August 11, 2009.

Authority and duties o PresidentAt the 1/2001 Board o Directors Meeting on September 14, 2001, the Board, with the consent o the AuditCommittee, resolved to authorize the President to act on behal o and in the name o the Company, i.e. legal act,contract, agreement, documents and evidence in which the Company made with the individuals or juristic personswith determination o amount or material procurement, etc. Such authorization will not allow the proxy to approvethe transaction as the proxy or person may have con ict, interest or con ict o interest in other manner with theCompany.

Core Management CommitteeAs on December 31, 2009 the Companys Core Management Committee consisted o the ollowing 5 members as

ollows:1. Mr. Dheeramet Pokmanee President & CEO as the Chairman2. Mrs. Morragot Kulatumyotin Senior Executive Vice President & COO3. Mr. Buncha Srisamanuwat Executive Vice President Engineering & Services4. Mr. Suvech Ongla-or Executive Vice President Finance

5. Mrs. Linitda Sooksomstarn Executive Vice President In ormation& Organization Development

Core Management Committee has the ollowing duties:1) To consider, screen and submit the ollowing to the Board or consideration:

- Policy, action plan, strategies and budget- Matters to be complied with the Companys regulations- Matters material to the Company- Matters deemed by Management to be submitted or approval case by case

1) To consider and approve investment and set the budget in the amount o up to Bt. 10 million2) To consider and approve the Companys structure at the level below the top executives3) To consider and approve the salary structure and other benefts o the employees below the top executives.4) To review operation o businesses, both being ordinary transactions and extraordinary transactions, o each

business line on a periodical basis.

Top ExecutivesAs on December 31, 2009 Top Executives consisted o the ollowing 5 members as ollows:1. Mr. Dheeramet Pokmanee President & CEO2. Mrs. Morragot Kulatumyotin Senior Executive Vice President & COO3. Mr. Buncha Srisamanuwat Executive Vice President Engineering & Services4. Mr. Suvech Ongla-or Executive Vice President Finance5. Mrs. Linitda Sooksomstarn Executive Vice President In ormation

& Organization Development


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Nomination and Remunerations procedures o the Board o Directors and the ExecutivesSelection o persons or appointment as Board o Directors and Executives operates the ollowing steps :

Component and Appointment o the Board o Directors : According to Memorandum o Association, the Board o Directors consists o at least 11 persons and not more than 15 persons. More than hal o the Directors must havedomicile in Thailand.

Nomination and Remuneration Committee, who shall consider and propose names o persons selected as Directors

to the Board o Directors or to the Shareholders Meeting or consideration to appoint them as Directors. According toMemorandum o Association, the Shareholders Meeting appoints Directors with criteria and method as ollows : A shareholder has one vote or one share it holds. Each shareholder using all the votes he has in Clause 1) may elect one person or many to become the

Director(s). In case o election, dividing many votes or one and less or another is not permissible. Persons with the votes respectively high shall be elected Directors, i persons having the same number o

votes or one last vacancy, they shall take the drawing to leave only one to take that vacancy.In case the directorship alls vacant ahead o period o completion o o ce, Board o Directors may select anyone

qualifed who has no orbidden character by law to fll the void with not less than 3/4 votes o the remaining directorsin the next Board o Directors Meeting, except the period le t is less than 2 months. Director so elected shall remain inthe o ce or the period le t unused by the predecessor.

The Shareholders Meeting may vote or any Director to leave his position ahead o the o ce term, with not lessthan 3/4 votes o the shareholders attending the Meeting and have the right to vote, who represent number o sharesnot less than hal o shares held by the shareholders attending the Meeting and have the right to vote.

Component and Appointment o the Executive Committee The Board o Directors appoints the ExecutiveCommittee by selection rom the Companys Directors.

Component and Appointment o the Audit Committee The Board o Directors appoints the Audit Committeeby selection rom the Companys Directors, each member is qualifed according to the promulgations o the Stock Exchange o Thailand. Component and Appointment o the Nomination and Remuneration Committee The Board o Directorsappoints the Nomination and Remuneration Committee by selection rom the Companys Directors.

Component and Appointment o the Risk Management Committee The Board o Directors appoints the Risk Management Committee by selection rom the Companys Directors. Component and Appointment o the CEO Per ormance Review Committee The Board o Directors appointsthe CEO Per ormance Review Committee by selection rom the Companys Directors. Directors represent main shareholders as at December 31, 2009 The company has directors who represent mainshareholders, 2 directors are representatives rom National Science and Technology Development Agency, 2 directorsare representatives rom TOT Public Company Limited and 2 directors are representatives rom CAT Telecom PublicCompany Limited.


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1. Pro . Dr. Pairash ThajchayapongPosition Chairman o the Board and Chairman o Executive CommitteeShareholding -

Family relationship -Education Ph. D. Electronics and Computer Engineering,

University o Cambridge, United KingdomDirector Accreditation Program and Director Certifcation Program,by Thai Institute o Directors (IOD)

Pro essional experience 2008 present Chairman o the Board Netbay Company Limited2005 present Senior Adviser National Science and Technology Development Agency2004 - 2005 Permanent Secretary o Ministry o Science and Technology, O ce o the

Permanent Secretary or Ministry o Science and Technology1998 2004 President, National Science and Technology Development Agency

2. Mr. Aran PermpiboonPosition Independent Director, Chairman o Nomination and Remuneration

Committee and Audit Committee MemberShareholding -Family relationship -Education Master o Public Administration, National Institution o Development

Administration (NIDA)Director Certifcation Program, by Thai Institute o Directors (IOD)

Pro essional experience 2003 2004 Acting President TOT Public Company Limited2002 2003 Senior Executive Vice President TOT Corporation Public Company Limited

3. Dr. Thaweesak KoanantakoolPosition Director, Chairman o Risk Management Committee, Vice Chairman o

Executive Committee and Chairman o CEO Per ormance Review CommitteeShareholding -Family Relationship -Education Ph. D. Digital Communication, Imperial College o Science and Technology,

University o London, United KingdomDirector Certifcation Program, by Thai Institute o Directors (IOD)

Pro essional experience 2006 present Deputy Director, National Science and Technology Development Agency1998 2006 Director, National Electronics and Computer Technology Center

4. Pro . Emeritus Dr. Achara ChandrachaiPosition Independent Director and Chairman o Audit CommitteeShareholding -Family relationship -Education Ph.D. Quantitative Business Analysis, Arizona State University,

United States o AmericaDirector Certifcation Program by Thai Institute o Directors (IOD)

Pro essional experience 2008 present Deputy Director o Academic Service Center Chulalongkorn University2003 2007 Head o Department o Commerce, Faculty o Commerce and Accountancy

Chulalongkorn University1993 2003 Associate Dean or Research A airs,Faculty o Commerce and Accountancy

Chulalongkorn University

Brie Profle o Directors


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5. Mr. Sahas TreetipbutPosition Director, Nomination and Remuneration Committee Member and Executive

Committee MemberShareholding 0.07%Family relationship -Education Master o Computer and In ormation Science, Syracuse University,

United States o AmericaDirector Certifcation Program, by Thai Institute o Directors (IOD)

Pro essional experience 1995 2008 Senior Executive Vice President and Managing Director - ProductDevelopment and Marketing, Krung Thai Bank Public Company Limited

6. Mr.Patrakorn AksornvoranartPosition Director and Risk Management Committee MemberShareholding -Family relationship -Education Bachelor Degree, Faculty o Accountancy, Thammasart University

Director Certifcation Program by Thai Institute o Directors (IOD)Pro essional experience 1998 present Independent Adviser

1996 1997 Accounting Manager Cosmo Netmart Co., Ltd.7. Mr.Asa Sattayut

Position DirectorShareholding -Family relationship -Education Master o Business Administration (International Business and Management),

Asian Institute o TechnologyPro essional experience 2007 present Senior Executive Vice President Metropolitan Sale and Customer Service,

TOT Public Company Limited8. Mr. Noppanat Hutacharoen

Position Director and CEO Per ormance Review Committee MemberShareholding -Family relationship -Education Master o Science (Executive Development Program),

National Institution o Development Administration (NIDA)Director Certifcation Program, by Thai Institute o Directors (IOD)

Pro essional experience 2007 present Senior Executive Vice President TOT Public Company Limited2004 2007 Executive Vice President Sale and Customer Service region 4 TOT Public

Company Limited2004 Vice President International Relation


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9. Ms. Tanwadee WongteraritPosition Director and CEO Per ormance Review Committee MemberShareholding -Family relationship -Education Master o Science in Electrical Engineering

University o Miami, United States o America

Director Accreditation Program, by Thai Institute o Directors (IOD)Pro essional experience Oct. 2009 Senior Executive Vice President (Voice Business) CAT Telecom Public

present Company Limited2008 Sep. 2009 Senior Executive Vice President (Wireless Business) CAT Telecom Public

Company Limited2007 Senior Executive Vice President (CDMA Business) CAT Telecom Public

Company Limited10. Mr. Aniruth Hiranraks

Position DirectorShareholding -Family relationship -Education Master o Engineering (Electrical Communications)

Cornell University USA.Director Accreditation Program, by Thai Institute o Directors (IOD)

Pro essional experience Oct. 2009 Manager Dept.10 International Network CAT Telecom Publicpresent Company LimitedJun. 2008 Manager Dept.10 Network Engineering CAT Telecom PublicOct. 2009 Company LimitedOct. 2007 Manager Dept.10 Planning & EngineeringJun.2008Jun. 2006 Assistant Manager Dept. 9 Planning & Engineering and actingOct. 2007 Planing & Engineering Manager International Network CAT Telecom Public

Company Limited11. Ms. Narumol Wangsatorntanakun

Inet Anuual Report 2009

Documents

Transcript of Inet Anuual Report 2009