-Translation- AIS 436/ 2002 November 14 2002 Subject:Notification of the Resolutions of the Board of Directors' Meeting No. 8/2002 To: The President The Stock Exchange of Thailand The Board of Directors of Advanced Info Service Public Company Limited (the "Company") at the meeting No. 8/2002 held on November 14 2002 at 2.00 p.m. at the Board Room 20th Floor 414 Phaholyothin Road Samsennai Phayathai Bangkok 10400 resolved the matters as follows: 1.Certified the Minutes of the Board of Directors' Meeting No. 7/2002 held on September 5,2002. 2.Approved the appointment of Mr. Boonchoo Direksathapon as a director and Member of the Audit Committee to replace Mrs. Charintorn Vongspootorn who has resigned. 3.Approved the amendment of authorized signatories as follows: "Mr.Boonklee Plangsiri Mr.Somprasong Boonyachai Mrs.Siripen Sitasuwan- Any two of the three aforementioned directors may act on behalf of the Company by jointly signing and affixing the Company's seal" 4. Approved the Balance Sheet Profit and Loss Statements and Cash Flow Statements for the third quarter ended September 30,2002. 5. Approved the Corporate Governance Policy of the Company The Board of Directors is determined for the company to be an organization with good corporate governance in order to maximize the wealth and returns to the shareholders and stakeholders of the company in the long term. Therefore the Board of Directors has established the Corporate Governance Policy comprising of 5 sections summarized as follows. Section I the Board of Directors This corporate governance policy refers to the vision of the organization and the structure and composition of the Board of Directors. The Board of Directors shall consist of the experts in various areas totalling not less than 5 persons with at least one director having direct experience in related industry and at least one director having experience in accounting and finance. Sub-committees such as Audit Committee Nominating Committee and Remuneration Committee shall be separately set up to share the workload and perform duty for the balance of power mechanism. With regards to the independence of directors the Board of Directors shall consist of independent directors at least one-third of the total number of directors or at least 3 persons. The Chairman of the Board of Directors and the Chairman of Executive Committee must be knowledgeable competent and qualified individuals and they shall not be the same person to create a balance of power by separating supervision duties and management duties. In addition the policy also define the qualifications and responsibilities of each committee as well as the scheduling of meetings and evaluation of the Board of Directors. Section II Rights and Equality of Shareholders and Treatment of Stakeholders The company has a policy to conduct shareholders meeting according to the law and the guidelines set by the Stock Exchange of Thailand. The Company encourage equal treatments for all shareholders in accessing information and giving opinions as well as honoring the rights of the various stakeholders. Section III - Information Disclosure and Transparency The Board has a duty to disclose material information that is complete adequate reliable and timely so that the Company's shareholders and stakeholders are equally well aware of the information.In addition the Company has provided an Investor Relations unit to represent the Company in communication with shareholders and investors. Section IV Control and Risk Management The Company has a policy to manage internal and external risk factors which might affect the Company and contain them at appropriate and acceptable level. Therefore the Company has set up Risk Management Committee with the Managing Director as the Chairman of the committee. Internal Audit department has been set up and directly reports to the Audit Committee. The duties of Internal Audit department are to give recommendations to examine and evaluate the adequacy of internal control system and risk management system of the Company. Section V - Philosophy and Code of Conduct In accordance with the philosophy of business ethics the Company has a policy regarding code of conduct towards stakeholders to be complied by the Board of Directors the management and employees at all levels. 6. Approved the appointment of Nomination Committee and Remuneration Committee The Nomination Committee shall comprise at least 3 directors. The Nomination Committee will be as follows: 1. Mr. Paiboon Limpaphayom (Ph.D) Chairman of the Nomination Committee 2. Mr. Boonklee Plangsiri Member of Nomination Committee 3. Mr. Arun Churdboonchart Member of Nomination Committee Authority and duties of Nomination Committee: 1. Define the principles and policy of nomination for the Board of Directors and sub-committees of the Company. 2. Nominate qualified candidates for the positions of directors of the Board and propose to the Board and/or the shareholders. 3. Nominate qualified candidates for the position of Chairman of the Executive Committee in case of a vacancy in the position and define the principles and policy of election of the top executives. The Remuneration Committee shall comprise at least 3 directors. The Remuneration Committee will be as follows: 1. Mr. Paiboon Limpaphayom (Ph.D) Chairman of the Remuneration Committee 2. Mr. Boonklee Plangsiri Member of Remuneration Committee 3. Mr. Arun Churdboonchart Member of Remuneration Committee Authority and duties of Remuneration Committee: 1. Determine necessary and appropriate remuneration both in terms of cash and non-cash in order to attract and retain directors of the Board sub-committee members as well as top executives in each year. 2. Prepare the principles and policy of remuneration for the Board and top executives and propose for approval of Board and/or the shareholders. 3. The Remuneration Committee shall have the accountability to the Board of Directors and have the duty to give explanation answer questions concerning the remuneration of the directors and top management at the shareholders' meetings. 7. Approved the Treasury Stock Program in the amount of Baht 3 500 million details of which are available in the attached Share Repurchase Disclosure Form. Please be informed accordingly. Respectfully Yours -Signed- Mr. Somprasong Boonyachai Director Advanced Info Service Public Company Limited Compliance Department Tel. 0-22995226 5221