9. Management 1 Management Structure

(1) Includes bonus for 2005, paid in 2006

(2) Includes bonus for 2006, paid in 2007

(3) See details of each Director on page 46

# The President also receives compensation for Senior Management, shown in (9.3.2)

* Including the retainer fee and meeting fee of the Board and Sub-Committee

2. 
   Senior Management’s Compensation
   

Please refer to warrants of the ESOP program on page 57

From 2002 to 2006, with the approval of the general shareholders’ meetings, PTTEP allocated ESOP warrants to buy common shares to Directors serving in 2002, and all eligible employees in an effort to give each a sense of belonging and reward those that are devoted to Company service. The allocation is summarized below:

government officials, to the Ministry of Finance. For 2003-2006, the Company offered no warrants to Directors.

Only the Management and employees received such offers.

** In April 2006, PTTEP adjusted par value from 5 Baht to 1 Baht per share, resulting in a change of

Exercise Price and Exercise Ratio of the warrants for the year 2002-2006.

*** Exercise Price Calculation

2002: Market price calculated by using the average closing price of Company shares 20 working days before the date on which the warrant’s issuance and offering date was determined.

2003: Calculated by using the average closing price of Company shares on the first working day following the period which was used for calculating the exercise prices of the 2002 ESOP Program, up to the working day before the date from which the Company determined that the new shareholders had no right to receive the 2002 dividend payment, or the Ex-dividend (XD) date, minus the 2002 dividend per share.

2004: Calculated by using the average closing price of Company shares on the date which the Company determined that the new shareholders have no right to receive the 2002 dividend payment, up to the working day before the date from which the Company determined that the new shareholders had no right to receive the 2003 dividend payment, or the Ex-dividend (XD) date, minus the 2003 dividend per share.

2005: Calculated by using the average closing price of Company shares on the date which the Company determined that the new shareholders have no right to receive the 2003 dividend payment, up to the working day before the date from which the Company determined that the new shareholders had no right to receive the 2004 dividend payment, or the Ex-dividend (XD) date, minus the 2004 dividend per share.

2006: Calculated by using the average closing prices of PTTEP shares during the period of 90 days lapse prior to the date of the board of directors’ resolution to propose this agenda (calculated from November 1, 2005 to January 29, 2006) minus the 2005 dividend per share.

Recognizing the rights of all shareholders, PTTEP has taken actions to demonstrate its respect for basic shareholders’ rights, namely to buy, sell, or transfer shares; to obtain adequate information; to participate and vote in the shareholders’ meeting on significant issues; and to share in the profits of the company, as follows:

(1) The Company sends meeting notices containing agenda details and related appendices together with the opinions of the Board, proxy forms determined by the Ministry of Commerce, a list of all Independent Directors, and a map showing the meeting venue. These notices also contain details about the credentials each shareholder needs to bring to the meeting, together with Company regulations on the meeting and voting procedures. In addition, shareholders may view information about each meeting agenda item on the Company’s website before receiving the notice by mail. As a rule, PTTEP allows registration of shareholders at least an hour prior to each meeting.

(2) Before each meeting, the Chairman explains clearly how ballots are cast and counted under Company regulations. The Company keeps its count of shareholders who have not yet voted on any agenda item and shows ballot-counting summaries throughout the process. The Company will ask shareholder volunteers to witness ballot counts for greater transparency. To protect the rights of shareholders, the Company conducts balloting for each agenda separately.

(3) Allocating a suitable period of time for the meeting, the Chairman conducts each meeting suitably and transparently, allowing thorough expression of views and queries before each ballot round and summarizes meeting resolution(s) on each agenda item.

(4) The meeting gives shareholders who show up late a chance to vote on agenda items still under deliberation.

(5) All Directors attend each shareholders’ meeting. Each member of the standing subcommittees may address relevant questions and concerns, posed by shareholders (if any).

(6) The Company regularly disseminates information to shareholders via the Stock Exchange of Thailand’s (SET) channel, medias and publications, including its website.

(7) The Company sets up a channel for minor shareholders, to contact Independent Directors directly via E-mail addresses concerning matters of Directors’ activities, good corporate governance and audit matters. Apart from these channels, minor shareholders can directly contact the Company Secretary or the Investor Relations unit.

(8) The Company explicitly discloses shareholding structures in affiliated and subsidiary companies so that shareholders feel confident of transparent management structures that are open to scrutiny.

(9) The Company conducts its business efficiently for the growth of the Company and suitable returns to shareholders.

9.4.2 Equitable Treatment of Shareholders

PTTEP values and treats all shareholders fairly through the following actions:

(1) Allowing each shareholder to propose agenda items for consideration at a shareholders’ meeting ahead of the actual meeting date, announced to all investors via SET’s news portal and Company’s website up to five months ahead. Criteria for agenda proposals and screening processes are clearly defined on the Company’s website.

(2) Allowing each shareholder to propose director nominee who must meet the qualifications of Company directorship and must have given their consent so that the Company may process further via the Nominating Committee. The Company announces the director nominee proposal to all investors via SET’s news portal and Company’s website five months ahead of the Annual General Shareholders’ Meeting. The criteria for such nomination are also posted on the website. At the Meeting, each director nominee is voted on individually.

(3) Conducting the meeting in sequence of agenda items as specified in the notice and not adding agenda items without notifying shareholders in advance, so that shareholders may have enough time for data investigation before making their decisions.

(4) Providing shareholders with a list of all Independent Directors on the proxy forms that can decide balloting directions, to encourage them to dictate how they want to vote. These proxy forms serve as an option to appoint Independent Directors as their proxies, and a choice over which Independent Director(s) to entrust their views.

(5) Encouraging shareholders to use ballots. ‘Voting tickets’ provided for each significant agenda item, are collected at the meeting and then added up the pre-cast votes before announcing the resolution to the meeting. For transparency and reference, PTTEP will file all voting tickets bearing witnesses’ signatures.

(6) Recording the minutes accurately and completely for delivery to all shareholders after sending it to SET and the Securities and Exchange Commission (SEC), 14 days after the meeting. The minutes, as well as the webcast of the meeting, will also be posted on the Company’s website.

(7) For fairness to shareholders, defining in writing the approach for confidential information retention and defining in writing the prevention of insider trading as part of good CG practices. Also, notifying Directors and all employees, their spouses and children under legal age, and nominees, not to use inside information that is material to changes in Company share prices and not yet publicized in buying Company shares, and encouraging retention of Company shares for at least three months. Under the Securities and Exchange Act, B.E. 2535 (1992), all Directors and the Management must report their PTTEP shareholding when first appointed to the positions, and within three days of each transaction, to report to SEC, which PTTEP will regularly report to the Board.

9.4.3 Roles of Stakeholders

PTTEP recognizes the importance of internal and external stakeholders, shareholders, customers, suppliers, traders, creditors, partner companies, government, society, the environment, and employees, as stated in the policy on equitable treatment of all stakeholders in its Good Corporate Governance (GCG), which is also publicized on the Company’s website. PTTEP takes into consideration stakeholders and their rights. For instance, in procurement processes, the Company needs to have checks and balances to make bidding transparent, which is achieved through procurement committees. Technical and commercial procurement subcommittees are set up for high-value bidding under major projects.

As regards the roles and contribution of employees to GCG, a workplace welfare committee has been set up where employee representatives can query or voice their concerns openly with Management representatives. Communication channels are in place to allow employees to report dubious cases of non-compliance to Company business policies and codes of conduct, directly and safely, to the authority. Discussion and seminar sessions allow employees to learn more about Company business code of conduct and share views.

Departments in charge of social and environmental activities and other stakeholders include External Relations and Safety, Security, Health and Environment.

As the national petroleum exploration, development, and production company, PTTEP is committed to conducting its business with due care for nature and the environment. “From Underground Assets to Wisdom” is the Company’s approach to organizing activities to improve its quality of life and environmental conservation activities and enabling learning by society through joint thinking and joint actions to bring about sustainable development. The Company joined hands with the government in the conservation of land and national parks in their pristine states. This is seen in its natural and environmental activities over the years. Phase 2 Ruam Jai Ruk Talay Saab Songkhla Project, a cooperative project with the conservation station of wildlife and lake development and promotion, was a case in point. Year 2 PTTEP Reforestation and Improvement of Saline-Alkaline Land project was another instance of cooperation with the Department of National Park, Wildlife, and Plant Conservation, in which PTTEP rehabilitated 200 rai of forest areas around the Dong Phya Yen-Khao Yai World Heritage. In conjunction with the Department of National Park, Wildlife, and Plant Conservation, the Fine Arts Department, and the Office of National Identity, PTTEP planned to commemorate His Majesty the King’s 80^th Birthday Anniversary in 2007 by launching a ‘Thai Heritage, World Heritage’ publication, to instill awareness among employees and society at large. In addition, the Company supported activities on cultivating awareness for actively conserving world heritage areas in Thailand, to be carried out by employees. These UNESCO-registered heritage land areas consisted of Dong Phya Yen-Khao Yai and Huay Kha Khaeng, Thung Yai Naresuan, and Historical Parks in Sukhothai, Si Satchanalai, Kamphaeng Phet, and Phra Nakhon Si Ayutthaya. This project took employees to jointly study ecological systems in Huay Kha Khaeng Forest Preserve, Uthai Thani. Other -supported projects included a research project for tiger conservation in western forest land and, in conjunction with the Chumphon Office of Disaster Prevention and Mitigation and the Chumphon Nature Study Center, sponsorship of training sessions for civil volunteers on provincial emergency plan coordination.

PTTEP supports activities designed to improve the quality of life of communities in a sustainable way through improved skills in youths and occupational development for communities to achieve stronger communities under the sufficiency economy.  The key factor is that projects are long-term with a focus on upgrading community members.  In 2006, these activities included scholarship presentation at all levels, including primary and secondary education scholarships in Suphan Buri, Songkhla, Sukhothai, Kamphaeng Phet, Phitsanulok, and Chumphon.  Also, many undergraduate scholarships in various fields were granted nationwide to Thais, in addition to six students from Vietnam, Myanmar, and Bangladesh to attend universities in Thailand.  The ‘PTTEP I Love Sports’ Project encouraged children to strengthen their bodies and master sports skills, apart from staying away from drugs.  The Thai Rice College Project was designed to improve and develop Jasmine rice productivity.  The Company also contributed computer sets to the establishment of an educational network center to promote learning and skill development for teachers and students alike.  It launched a Mini-farm Project to provide school lunch foodstuff.  PTTEP supported an educational trip project, whereby students were taken to Sirikit Field in Amphoe Lan Krabue in Kamphaeng Phet, as well as a Youth Science Camp in 2006.

It is PTTEP’s ultimate business goal to generate long-term value and shareholders’ satisfaction, as seen in its motto: “Prosperity, Security, Sustainability, and Dignity”. With a firm conviction that GCG will lead to that goal, the Company has developed CG Hotline channels for complaints, views, recommendations, and information about possible fraud or wrongdoing filed by employees and other stakeholders. The four channels consist of the following:

(1) Telephone number: 02-537-4499

(2) Facsimile number: 02-537-4949

(3) Email address: cghotline@pttep.com

(4) Direct submission to Company Secretary Office or submission by mail.

The Company takes confidentiality of such information seriously. Written procedures include acknowledgment and investigation, and involve only group of responsible people as concerned.

Information disclosure represents a vital principle of good corporate governance. PTTEP pays close attention to the information that needs to be disseminated to SET and shareholders, particularly for its accuracy, adequacy, timeliness, and equitability. The Investor Relations unit, the Company Secretary Office, and the External Relations Department address inquiries from institutional investors, minor shareholders, analysts, and those interested in monitoring PTTEP data. The Company has a clear procedure for information disclosure to the SET under ordinary and urgent circumstances.

Information that has been disclosed consists of financial and non-financial information. According to the external auditor, financial information, particularly the reviewed/audited financial statements, is essentially accurate under generally accepted accounting principles. The reviewed/audited financial statements have also been endorsed by the Audit Committee/the Board of Directors before disclosure to shareholders. Since 2005, to speed up financial information availability for investors, the Board has also disclosed unreviewed/unaudited quarterly and annual financial statements, going beyond SET’s requirements. As a rule, no material difference has been seen between these reports and final ones. As regards non-financial information, PTTEP has disclosed connected transactions, management discussions and analyses, risk management information, and a CG report in the annual report and Form 56-1.

All disclosed information, as well as information made public to shareholders and investors, is disseminated in Thai and English on PTTEP’s website, together with the annual report, Form 56-1, roadshow presentations, quarterly presentations, press releases, and the company’s annual report on safety, security, health and environment. Since the second quarter of 2005, the Company has added a webcast (image and sound of the company’s president) of the President’s quarterly performance presentations. For greater access and maximum benefit to users, the website is regularly updated. For 2006, 71 matters were disclosed via SET’s system. The Company has organized visits by shareholders and analysts to Sirikit Field in Kamphaeng Phet and the Navamindra Petroleum Area in the Gulf, which has increased business knowledge and appreciation of PTTEP operations. In 2007, the Investor Relations Unit plans to promote information disclosure and such appreciation by organizing an IR Corner booth at the general shareholders’ meeting.

PTTEP also discloses the roles and responsibilities of the Board and all standing subcommittees, including the number of meetings and attendance of each director under Item 9; reports of the Chairmen of each subcommittee were published under Item 9.5; and the policy of Directors and Senior Management remuneration under Item 9.4.5.

PTTEP always valued the accuracy, completeness, timeliness, and transparency of information disclosure and is committed to its best practices.