Part 2

Management and supervision

7. Data of the securities and shareholding

1.  Authorized Capital and Paid-up Capital

Authorized Capital 300,000,000 Baht Paid-up Capital 210,000,000 Baht No.
of Listed Share 21,000,000 Shares at Value 10.00 Baht

7.2 Shareholders

The company’s 10 Major shareholders as of 30 September, 2018.

  ----- ----------------------------------------- ------------- ------------
  No.   Shareholder's Name                        Number of     Equity Stake
                                                  Shares        (%)

  1     Plantheon Co., Ltd.                       14,877,767    70.85%

  2     BANK OF SINGAPORE LIMITED-THB SEG AC      1,047,155     4.99%

  3     DBS BANK LTD.                             1,045,850     4.98%

  4     UOB KAY HIAN (HONG KONG) LIMITED - Client 1,044,000     4.97%
        Account                                                 

  5     Chokanun Business Co.,Ltd.                1,030,000     4.90%

  6     Prestige 2015 Co.,Ltd.                    1,016,000     4.84%

  7     Kasikorn Bank Public Company Limited.     200,000       0.95%

  8     Yodkij Business Co.,Ltd.                  84,900        0.40%

  9     Mrs. Phoranee Chaikittisin                81,375        0.39%

  10    Mr. Numchai Numchaisiri                   56,840        0.27%
  ----- ----------------------------------------- ------------- ------------

Note: 1. Data from Department of Business Development Ministry of
Commerce

Plantheon Co., Ltd. was held shares by TCC Land Co., Ltd. at 99.99%

    2. Restriction of foreign shareholders

Limit Foreign shareholders of Siam Food Products PLC, at 49% of its
paid-up capital. As of September 30, 2018, foreign shareholders hold
14.98% of the paid-up capital.

7.3 Data of the Subsidiary and shareholding

  Quality Pineapple Products Co., Ltd.

Authorized Capital 400,000,000 Baht Paid-up Capital 400,000,000 Baht No.
of Listed Share 40,000,000 Shares at Value 10.00 Baht, the company has 3
shareholders as of 30 September, 2018.

  ----- -- --------------- ------------------------ ------------ -------- ---- --------- -------- ------- ----- -----
  No.      Shareholder's                                         Number                  Equity                 
           Name                                                  of                      Stake                  
                                                                 Shares                  (%)                    

  1        Siam Food                                39,999,997                 99.997%                          
           Products PLC,                                                                                        

  2        Plantheon                                2                          0.002%                           
           Co.,Ltd.                                                                                             

  3        Plantheon                                1                          0.001%                           
           Trading                                                                                              
           Co.,Ltd.                                                                                             

                                                                                                                
  ----- -- --------------- ------------------------ ------------ -------- ---- --------- -------- ------- ----- -----

Siam Food (2513) Co., Ltd.

Authorized Capital 1,000,000 Baht Paid-up Capital 250,000 Baht No. of
Listed Share 100,000 Shares at Value 10.00 Baht, the company has 4
shareholders as of 30 September, 2018.

  ----- ------------------------------ -------- -------- --------- -------- --------------
  No.   Shareholder's Name                      Number             Equity   
                                                of                 Stake    
                                                Shares             (%)      

  1     Siam Food Products PLC,        99,997            99.999%            

  2     Mrs. Chaveevarn Chandanabhumma 1                 0.001%             

  3     Mrs. Nidda Theerawatanachai    1                 0.001%             

  4     Mr. Kiartisak Lertsiriamorn    1                 0.001%             
  ----- ------------------------------ -------- -------- --------- -------- --------------

7.4 Dividend payment policy

The company and Subsidiary has policy to pay dividend from net profit in
each accounting period after deduction of legal reserves and retained
loss brought forward (if any). Such dividend payment is subject to the
cash flow, investment plan, terms and condition of contracts which is
binding the company including the necessity and other suitability in the
future. When the Board of Directors resolves to approve the annual
dividend payment, the company shall propose to the annual general
meeting of shareholders for approval, except for interim dividends, the
Board of Directors is authorized to approve dividends payment and inform
at the next annual general meeting of shareholders.

8. Management

Structure of Management

The management structure of Siam Food Products Public Company Limited
comprises the Board of Directors of the Company, the Audit Committee,
the Remuneration and Nominating Committee, Corporate Governance
Committee, the Risk Management Committee. Each respective Committee an
Sup-Committee has the duties and responsibilities as detailed below:

8.1 Board of Directors

The roles, duties and responsibilities of the Board of Directors shall
be as being provided by law, Memorandum of Association, Articles of
Association and resolution of the shareholders’ meeting. The Board of
Directors must perform the duties faithfully (Fiduciary Duties),
supervise the business management of the company carefully (Duty of
Care) with skills by adhering to the reasons, ethical principles,
focusing on the benefits and value addition for the company. Therefore,
it is necessary to supervise the management efficiently to cause the
effectiveness for the company.

The Board of Directors plays important roles to provide the policies of
the company jointly with the top executives, plan the shot-term and
long-term working as well as provides the financial policies, risk
management and perspective of the organization with important roles of
supervision, examination and assessment, operation of the company and
performance result of the top executives to correspond with the plan
systematically.

The Board of Directors Meeting No. 7/2018 held on September 27, 2018 has
approved the amendment of the scope of authority of the Chairman and
Board of Directors to comply with CG Principles 2017 issued by the
Office of the Securities and Exchange Commission (SEC)

In the year 2018, the Company had no new director.

As of 30 September 2018, the Board of Directors comprises 12 members as
follows

1. Mr. Thien Mekanontchai Chairman

2. Mr. Prasit Kovilaikool Independent Director and Chairman of the Audit
Committee

3. Mr. Prasert Maekwatana Vice Chairman No. 1

4. Mr. Sithichai Chaikriangkrai Vice Chairman No. 2

5. Mr. Siripol Yodmuangcharoen Director

6. Mr. Ananta Dalodom Independent Director

7. Mr. Chai Jroongtanapibarn Independent Director and Director of the
Audit Committee

8. Mrs. Chaveevarn Chandanabhumma Director

9. Police General Krisna Polananta Independent Director and Director of
the Audit Committee

10. Mrs. Nidda Theerawatanachai Director

11. Ms. Pornpimol Chirtchoochai Director

12. Mr. Graeme Anthony Cox Director and President

Authorized signatory director on the Company’s behalf is “Two directors
sign the names and affix seal of the company except Mr. Prasit
Kovilaikool, Mr. Chai Jroongtanapibarn , Mr. Ananta Dalodom and Police
General Krisna Polananta”

Authorities and Duties of the company’s Board of Directors

1.  The company’s Board of Directors are required to adhere to the laws,
    objectives and

regulations of the company, and the resolutions of the shareholders’
meeting, while performing their duties with loyalty and honesty and
maintaining the benefits of shareholders in the short and long run. The
board must also perform its duties in accordance with the rules and
regulations of The Stock Exchange of Thailand (SET) and The Securities
and Exchange Committee (SEC).

2.  Responsible for the shareholders in terms of business operations and
    overseeing the

management to ensure that the goals and methods lead to the achievement
of maximum shareholder benefits, the Board of Directors also has to
perform its duties ethically and fairly.

3. Consideration and approval of matters important to company
operations, such as vision, mission, financial goal strategies, risks,
work plans and budgets, etc.

4. Following up to ensure the efficient and effective implementation of
the policies and plans established and monitor financial liquidity and
debt repayment capability, include a plan or mechanism to resolve the
problem.

5. Monitor and manage potential conflicts of interest between the
Company and its shareholders, Board of Directors or management supervise
the prevention of unauthorized use of property and transactions with
connected persons in an unreasonable manner.

6. Ensure that the Company complies with the disclosure policy. Ensure
that confidential information is managed property and does not not leak.
This may affect market price information (market sensitive information)

7. Supervise and support the creation of value-added innovations for the
company, along with creating benefits for stakeholders.

8. Supervise the management of information technology and maintenance
measures.

9. Ensure that the system of financial reporting and disclosure of
important events is accurate, adequate, timely and in accordance with
relevant rules and guidelines.

10. Internal Control and Risk Management Include a mechanism to receive
complaints and actions to address clues.

 11. Continuing business continuity Including employee development plan.
Succession Plan.

The Board of Directors comprises Independent directors 4 members as
follows:

1. Mr. Prasit Kovilaikool

2. Mr. Ananta Dalodom

3. Police General Krisna Polananta

4. Mr. Chai Jroongtanapibarn

Orientation for new company director

The Board of Directors determines the orientation for all new company
directors in order to provide them opportunity to build knowledge and
understanding about the company’s business, industrial condition,
business operation direction, policies of the company including also
roles, duties and responsibilities of the company directors. The Board
of Directors assigned the Company Secretary to orientation for the new
director, the orientation shall be in form of explanation documents,
seminar, training and visiting all facilities of company’s such as Head
office, Factory and Plantation of the company, projects in order to
provide them to experience actual operation condition of the company.

In the year 2018, the Company had no new directors. There is no new
director orientation this year.

The Board of Directors has policy to promote knowledge in several fields
to all company directors and company secretary, such as, to promote them
to attend seminar and useful course arranged by the Thai Institute of
Director (IOD). and/or the Stock Exchange of Thailand.

In 2018 the company attended in the course of the seminar as follows.

- Mr. Graeme Anthony Cox Director Executive Director and President and
The Management Team:

Process Innovation Coaching Program 2018 of Stock Exchange of Thailand
and Thailand Productivity Institute

- Mrs. Chaveevarn Chandanabhumma Director Executive Director: Board Matters and Trends (BMT) No. 6/2018 of Thai Institute of Director (IOD)

8.2 The Board of Executive Directors

As of 30 September 2018, the Board of Executive Directors comprises 8
members as follows:

1. Mr. Thien Mekanontchai Chairman of Executive Director

2. Mr. Prasert Maekwatana Vice Chairman of Executive Director

3 Mr. Siripol Yodmuangcharoen Executive Director

4. Mrs. Chaveevarn Chandanabhumma Executive Director

5. Mr. Sithichai Chaikriangkrai Executive Director

6. Mrs. Nidda Theerawatanachai Executive Director

7. Ms. Pornpimol Chirtchoochai Executive Director

8. Mr. Graeme Anthony Cox Executive Director and President

Authorities and Duties of the Board of Executive Directors

1.  Implement the policy of the Board.

2.  Consider the allocation of the annual budget and various investments
    for approval by

the company’s Board of Directors.

3.  Manage the company’s regular operations.

4.  Perform any other task assigned by the Board.

5. Monitor and coordinate with the employees at all levels in carrying
on the performance in accordance with the company’s regulations,
including the authorities to rotate, appoint, promote, demote, dismiss,
punish, put on parole , and determine salary, bonus, and other benefits
of all employees.

6. Command of sales, production, planting, including any necessary and
proper change to meet the company’s interests.

8.3 The Audit Committee

As of 30 September 2018, the Audit Committee comprises 3 Independent
directors with 3 years term. The Audit Committee comprises 3 members as
follows :

1. Mr. Prasit Kovilaikool Chairman of the Audit Committee

2. Mr. Chai Jroongtanapibarn * Director of the Audit Committee

3. Police General Krisna Polananta Director of the Audit Committee

Note : *The Audit Committee have experiences in accounting to review the
financial statement.

Authorities and Duties of the Audit Committee

1. to review the Company’s financial reporting process to ensure that it
is accurate and adequate;

2. to review the Company’s internal control system and internal audit
system to ensure that they are suitable and efficient, to determine and
internal audit unit’s independence, as well as to approve the
appointment, transfer and dismissal of the chief of and internal audit
unit or any other unit in charge of an internal audit;

3. to review the Company’s compliance with the law on securities and
exchange, the Exchange’s regulations, and the laws relating to the
Company’s business;

    4. to consider, select and nominate an independent person to be the
Company’s auditor, and to propose such person’s remuneration. To
recommend to dismiss and replace the auditor of the Company.

5.   to attend a non-management meeting with an auditor at least once a
year.

6. to review the Connected Transactions, or the transactions that may
lead to conflicts of interests, to ensure that they are in compliance
with the laws and the Exchange’s regulations, and are reasonable and for
the highest benefit of the company;

7. to prepare, and to disclose in the Company’s annual report, an audit
committee’s report which must be signed by the audit committee’s
chairman and consist of at least the following information:

(a) an opinion on the accuracy, completeness and creditability of the
Company’s financial report,

(b) an opinion on the adequacy of the Company’s internal control system,

(c) an opinion on the compliance with the law on securities and
exchange, the Exchange’s regulations, or the laws relating to the
Company’s business,

(d) an opinion on the suitability of an auditor,

(e) an opinion on the transactions that may lead to conflicts of
interests,

(f) the number of the audit committee meetings, and the attendance of
such meetings by each committee member,

(g) an opinion or overview comment received by the audit committee from
its performance of duties in accordance with the charter, and

(h) other transactions which, according to the audit committee’s
opinion, should be known to the shareholders and general investors,
subject to the scope of duties and responsibilities assigned by the
Company’s board of directors; and

8. to perform any other act as assigned by the Company’s board of
directors, with the approval of the audit committee, in its performance
of duties under the first paragraph.

The audit committee must be directly responsible to the Company’s board
of directors, while the Company’s board of directors shall remain
responsible to third parties for the operations of the Company.

8.4 The Remuneration and Nominating Committee

As of 30 September 2018, the Remuneration and Nominating Committee
comprises 4 members with 3 years term as follows :

1. Mr. Prasit Kovilaikool Chairman of the Remuneration and Nominating
Committee

2. Mr. Sithichai Chaikriangkrai Director of the Remuneration and
Nominating Committee

3. Mr. Prasert Maekwatana Director of the Remuneration and Nominating
Committee

4. Mr. Ananta Dalodom Director of the Remuneration and Nominating
Committee

Authorities and Duties of the Nomination Committee

1.  Determine the transparent process and criteria for the nomination of
    directors.

1.  Select appropriate directors to replace those who are due to retire
    or others to propose to the Board of Directors or the annual general
    meeting of shareholders taking the composition, knowledge, ability
    and experience that is beneficial to the company, whilst ensuring
    there is no conflict of interest.

2.  Consider and nominate the directors to serve in subcommittees who
    have the knowledge and ability for the specific duties. Propose
    suitable directors to the board of directors for appointment.

3.  Review and evaluate the performance of the company’s Board of
    Directors.

4.  Perform other duties as assigned by the Board of Directors.

       

The process of nomination is as follows:

1.  The nomination committee determines the qualifications of the
    directors to be nominated for the composition and relevant legal /
    regulatory requirements and eligibility criteria.

1.  The nomination committee will report suitable persons for the board
    of directors with reasons and propose to the Board of Directors to
    get approval.

2.  The Board of Directors will select qualified persons in the list
    proposed by the nomination committee for appointment as directors or
    proposed to the annual general meeting of shareholders for approval.

  Authorities and Duties of the Remuneration

1.  Establish criteria for remuneration.

1.  Follow up on the changes and trends of director’s and manager’s
    remuneration, with the aim

to possibly adjust remuneration policy accordingly, to stimulate
business operations for future progress and keep highly efficient people
with the company.

2.  Perform other duties as assigned by the Board of Directors.

8.5 Corporate Governance Committee

As of 30 September 2018, the Corporate Governance Committee comprises 3
members with 3 years term. as follows :

1. Mr. Prasit Kovilaikool Chairman of the Corporate Governance Committee

2. Mrs. Chaveevarn Chandanabhumma Director of the Corporate Governance
Committee

3. Police General Krisna Polananta Director of the Corporate Governance
Committee

Authorities and Duties of the Corporate Governance Committee

1.  Propose corporate governance (CG) guidelines to the Board.

2.  Advise the Board on CG matters.

3.  Ensure that the duties and responsibilities of directors and the
    management conform to CG principles.

4.  Revise guidelines for SFP’s CG against those of international
    organizations and present its recommendations to the Board.

5.  Delegate corporate governance policies to the Corporate Governance
    Task Force.

6.  Monitor the CG and report its findings to the Board.

8.6 The Risk Management Committee

As of 30 September 2018, the Risk Management Committee comprises 3
members with 3 years term. as follows :

1. Mr. Siripol Yodmuangcharoen Chairman of the Risk Management Committee

2. Mr. Chai Jroongtanapibarn Director of the Risk Management Committee

3. Mr. Graeme Anthony Cox Director of the Risk Management Committee

Authorities and Duties of the Risk Management Committee

1. Provide the policies and guidelines of risk management and submit to
the Board of Directors to grant consideration, opinions and approval.

2. Consider and give opinions to provide he acceptable risk level i.e.
Risk Appetite or deviation of the Risk Tolerance of the organization as
well as the risk level, which affects against the company and affiliate
company on the strategy, finance and work performance before submitting
to the Board of Directors in order to grant consideration, opinions and
approval.

3. Acknowledge, consider and give opinions on the risk assessment
result, guidelines and measures of risk management and action plan to
manage the remaining risks of the company to ensure that the company has
the adequate and proper risk management.

4. Maintain and support the risk management, successful organization,
suggest the prevention and reduction of the risk level to be acceptable,
follow up the action plan t reduce the risks continuously and suitably
for the business circumstance, to ensure that the risk is managed
adequately and suitably.

5. Recommend the risk management in the organizational level as well as
support and encourage the improvement and development of the risk
management system within the organization continuously and regularly.

6. Support and encourage the examination and review of the policy and
risk management framework of the organization at least every year.

7. Report the important risk of the organization as well as the status
of the risk, guidelines for the risk management, progress and result of
the risk management to the Board of Directors.

8. Communicate and exchange the data, provide coordination abut he risks
and internal control with the audit committee at least 1 time per year.

8.7 Management

The Management Team

As at 30 September 2018, the Company’s current management team are as
follows:

1. Mr. Graeme Anthony Cox Director and President

2. Mr. Kiartisak Lertsiriamorn Executive Vice President

3. Ms. Sutiporn RungsisiriKul Executive Vice President

4. Mr. Wiboon Suk-ouichai Senior Vice President

5. Mr. Pattana Chuatong Vice President Raw Material

6. Mrs. Chaniya Jantrakasemwat Vice President QA

7. Mr. Chatchawan Powtong Vice President Agriculture

8. Mr. Nopadol Thongprajiad Vice President Manufacturing

9. Mr. Pakpoom Termpongpisit Vice President International Marketing &
Sale

10. Ms. Tanaporn Nuntawowart Vice President Finance & Accounting

11. Mrs. Wondee Kwan-on Vice President Warehouse

Management refers to the individuals holding the next four management
positions after Board of Executive Director, including all designations
equivalent to the 4^(th) management rank.

Authorities and Duties of the President

1.  Control and oversee the company, and ensure that it is operated in
    such a way as to

be of maximum benefit, in addition to being always aware of the
company’s up-to-the-minute situation. The President is also responsible
for following the policy as laid out by the company’s Board of
Directors.

2.  Set up a annual goal and business plan, by considering the various
    business risks,

for the approval of the Board of Directors.

3.  Manage the work of the management team to meet any established
    targets.

4.  Find resources and select potential human resources to increase
    business

competitiveness.

5.  Consider new project investment that will benefit the company, for
    the approval by

the Board of Directors.

6.  Prepare a monthly financial status and operational performance
    report, for the

consideration of the Executive Board.

7.  Prepare an annual and investment budget for the Board of Executive
    Director’s

consideration, which is later sent to the Board of Directors for
approval.

8.  Support and create a corporate culture conductive for business
    growth.

9. Take command and perform in accordance with the command of the
Executive Board of Directors for improvement and problem solving to meet
the company’s interests.

8.8 Company Secretary

The board of director has appointed Mr. Kiartisak Lertsiriamorn to be
the Company secretary and also responsible for the secretary of Board of
Directors with the Managing Director Office support function of the work
of company secretary goes according to the principle of operating of a
good company as well as to operate the company more efficiently.

Scope of power and duties of the company secretary

1. To contact and sing in document which must be inform SET.

2. Has the duties and responsibilities pursuant to the Security and
Security Exchange Act, B.E. 2551 and as prescribed by the Capital Market
Supervisory Board (CMSB).

Recruiting director, independent director, audit committee and executive

1)  In case of the director, independent committee, audit committee and
    the executive is resign

by rotation or substitute the position duly vacated by other reason, the
Board of Directors’ Meeting shall consider to recruit substitute
director through the Compensation and Recruitment Board. The Board of
Directors shall consider and recruit the qualified, knowledgeable,
capable personal who is experienced in related work and duly qualified
pursuant to Section 68 of Public Company Limited Act, B.E. 2535 and
related Announcement of SEC for benefit in the efficient business
operation of the company and then proposed to the Shareholders’ Meeting
for consideration the appointment according to the rules and methods as
follows: -

1.  One shareholder possesses one share / one vote.

2.  Each shareholder must exercise all right to vote as mentioned in
    clause 1 to elect one or

several persons as director but is prohibited to divide its more or less
votes to any person.

3.  The person who earned highest votes descending shall be elected as
    director equal to the

number of director required in such election. In case of the descendant
earned equal votes more than number of the required director, the
chairman shall cast one final vote.

For recruitment of person to fill the management position, the Board of
Directors shall arrange to follow up the progress of position succession
that covering the position of managing director and high management
position to ensure that the company selects the executive who is
knowledgeable, capable to succeed the important position in the future.

2)  Rules in selection the independent committee and audit committee

  The company determines rules on selection of independent committee and
  audit committee

from the qualification of the appointed person based on the following
qualifications:

1.  Holds share not less than 1% of paid up capital of the company,
    subsidiaries,

affiliates and related companies. This shall include shares held by
related persons.

2.  Is not or never been the director who involved in management,
    employee,

consultant who earned permanent wage nor person duly authorized to
control the company, parent company, subsidiary, affiliate or minor
company at the same rank, major shareholder or the person who has power
to control unless such person is resigned from those statuses for not
less than 2 years before being appointed.

3.  Does not have or never had business relationship or provided
    professional service

to any company, parent company, subsidiary, affiliate, major shareholder
or the person who has power to control in the manner which may object
the independent use of discretion and is not or never been the major
shareholder or person who has power to control of any party who has
business relation with the company subsidiary, affiliate, major
shareholder or the person who has power to control unless such person is
resigned from those statuses for not less than 2 years before being
appointed. Such relations inclusively mean:-

1.  Normal transaction, the matter related to the asset/service, to give
    or

receive financial assistant that exceeding 20 m. baht or 3% of net
tangible asset subject to whichever is lower.

2.  Providing other professional services, such as, financial
    consultant, legal

consultant, asset appraisal for exceeding 2 m. baht / year.

In this regard, in case of business relation or professional service is
exceeding such prescribed value, approval must be firstly granted by the
Board that such business relation and professional service do not impact
the performance of assigned duties and independent expression of comment
and such comment of the Board id disclosed in Form 56-1 / Annual Report
/ Invitation Letter (in case of extension of position).

4. Is not or never been the auditor of any company, parent company,
subsidiary, affiliate, major shareholder or the person who has power to
control or partner of the Auditing Office where such auditor is working
for unless such person is resigned from those statuses for not less than
2 years before being appointed.

5. Does not have any relation by blood or by lawful registration,
namely, no any relation as parents, spouse, relatives and children
including spouse of the child of the executive, major shareholder, the
person who has power to control or the person who is proposed as
executive or the person duly empowered to control the company or
subsidiary.

6. Not being the director who is elected as proxy of the company’s
director, major shareholder or the shareholder who is related to the
major shareholder of the company.

7. Free from any character that prevent him to independently express
comment about operation of the company.

8. In case of being authorized from the Board of Directors to make
decision about business operation of the company, parent company,
subsidiary, affiliate and minor company at the same rank, major
shareholder or the person who has power to control based on collective
decision, such independent director must not be the Audit Committee.

9. Able to assume the position of director who does not involve in
management or independent director of the company in the group but is
required to disclose information about assuming in the position of
independent director in the group and total compensation received from
the group in form 56-1 and annual report (not necessary to disclose
compensation separately by each company).

The policy on assuming the position of director for other company

The company determined the policy specifying the managing director to
report in case of any company director would assume the position of
director in any company other than the subsidiary and affiliates to the
Board of Director immediately.

ORGANIZATION CHART

- Vice President - Vice President Agriculture - Vice President
International - Vice President Manufacturing - Vice President Raw
Marketing & Sale Finance & Accounting

- Vice President QA Material - Vice President Hr & Administration

- Vice President-Ware House - Vice President Project

Remarks: The audit committee considers and assesses the yearly
performance result of the Office of Internal Audit, so that the company
has the good governance, and the Office of Internal Audit could work
independently.

8.9 Remuneration of Directors and Executives

The Company has established a set of well-defined and transparent
remuneration policies for directors. The Remuneration and Nominating
Committee is responsible for reviewing these policies, taking into
consideration the appropriateness of remuneration with respect to the
scope of responsibilities of each director to ensure that the Company’s
remuneration is comparable to that of other commercial company, A
director who is also a member of other Board Committees shall receive
additional remuneration in accordance with the increased
responsibilities, The Annual General Meeting of Shareholders approval of
the remuneration as follows:

+-----------------------------------+----------------+----------------+
| Remuneration                      | 2018           |                |
+-----------------------------------+----------------+----------------+
|                                   | (Baht          | (Bah           |
|                                   | /person/month) | t/person/time) |
+-----------------------------------+----------------+----------------+
| 1. Monthly remuneration           | 150,000        | -              |
|                                   |                |                |
| 1.  Chairman of the Board of      |                |                |
|     Directors                     |                |                |
+-----------------------------------+----------------+----------------+
| 2. Meeting allowance (monthly)    | 45,000         | -              |
|                                   |                |                |
| 1.  Vice Chairman of the Board of | 30,000         | -              |
|     Directors                     |                |                |
|                                   |                |                |
| 2.2 Director                      |                |                |
+-----------------------------------+----------------+----------------+
| 3. Meeting allowance (time)       | 30,000         | -              |
|                                   |                |                |
| 3.1 Chairman of the Audit         | 5,000          | -              |
| Committee                         |                |                |
|                                   | -              | 10,000         |
| 3.2 Director of the Audit         |                |                |
| Committee                         | -              | 10,000         |
|                                   |                |                |
| 3.3 Chairman of the Corporate     | -              | 10,000         |
| Governance Committee              |                |                |
|                                   | -              | 7,500          |
| 3.4 Chairman of the Risk          |                |                |
| Management Committee              | -              | 7,500          |
|                                   |                |                |
| 3.5 Chairman of the Remuneration  | -              | 7,500          |
| and Nominating Committee          |                |                |
|                                   |                |                |
| 3.6 Director of the Corporate     |                |                |
| Governance Committee              |                |                |
|                                   |                |                |
| 3.7 Director of the Risk          |                |                |
| Management Committee              |                |                |
|                                   |                |                |
| 3.8 Director of the Remuneration  |                |                |
| and Nominating Committee          |                |                |
+-----------------------------------+----------------+----------------+
| 4. Total Bonus for the year       | Depend on      |                |
|                                   | performance    |                |
+-----------------------------------+----------------+----------------+
| 5. Other benefits                 | None           |                |
+-----------------------------------+----------------+----------------+

Except that the executive directors receive salary, no remuneration for
their membership in a Board Committee.

The Company evaluates the performance of executives every year in the
form of KPIs by comparing them with the objectives in the hiring, which
will be connected to the rate received according to the Board of
Directors set up.

Details of remuneration to directors and executives are shown as
follows:

1.  Monetary remuneration

    a.  Directors’ remuneration

  In 2018 period from October 2017 – September 2018, the remuneration of
  the Board of Directors (12 persons) including the directors’
  responsibilities as following:

  Unit: Baht

  ----- ------------------ ------------------ ------------ ----------- ---------- -------------
  No.   Name               Position           The          Salary and  Other      Total
                                              Director’s   Bonus (2)   benefits   (1)+(2)+(3)
                                              fees (1)                 (3)        

  1     Mr. Thien          Chairman and       -            1,800,000   -          1,800,000
        Mekanontchai       Chairman of                                            
                           Executive Director                                     

  2     Mr. Prasit         Chairman of the    750,000      -           -          750,000
        Kovilaikool        Audit Committee,                                       
                           Chairman of the                                        
                           Remuneration,                                          
                           Nominating                                             
                           Committee and                                          
                           Chairman of the                                        
                           Corporate                                              
                           Governance                                             
                           Committee                                              

  3     Mr. Prasert        Director, Vice     547,500      -           -          547,500
        Maekwatana         Chairman of                                            
                           Executive Director                                     
                           and Director of                                        
                           the Remuneration                                       
                           and Nominating                                         
                           Committee                                              

  4     Mr. Sithichai      Director,          537,500      -           -          537,500
        Chaikriangkrai     Executive of                                           
                           Director and                                           
                           Director of the                                        
                           Remuneration and                                       
                           Nominating                                             
                           Committee                                              

  5     Mr. Siripol        Director,          400,000      -           -          400,000
        Yodmuangcharoen    Executive of                                           
                           Director and                                           
                           Chairman of the                                        
                           Risk Management                                        
                           Committee                                              

  6     Mr. Ananta Dalodom Independent        367,500      -           -          367,500
                           Director                                               

  7     Mr. Chai           Independent        432,500      -           -          432,500
        Jroongtanapibarn   Director, Director                                     
                           of the Audit                                           
                           Committee and                                          
                           Director of the                                        
                           Risk Management                                        
                           Committee                                              

  8     Mrs. Chaveevarn    Director ,         375,000      -           -          375,000
        Chandanabhumma     Executive of                                           
                           Director and                                           
                           Director of the                                        
                           Corporate                                              
                           Governance                                             
                           Committee                                              

  9     Police General     Independent        420,000      -           -          420,000
        Krisna Polananta   Director ,Director                                     
                           of the Corporate                                       
                           Governance                                             
                           Committee and                                          
                           Director of the                                        
                           Audit Committee                                        

  10    Mrs. Nidda         Director and       360,000      -           -          360,000
        Theerawatanachai   Executive of                                           
                           Director                                               

  11    Ms. Pornpimol      Director and       360,000      -           -          360,000
        Chirtchoochai      Executive of                                           
                           Director                                               

  12    Mr. Graeme Anthony Director ,         -            -           -          -
        Cox                Executive of                                           
                           Director ,                                             
                           Director of the                                        
                           Risk Management                                        
                           Committee and                                          
                           President                                              

        Total                                 4,550,000    1,800,000   -          6,350,000
  ----- ------------------ ------------------ ------------ ----------- ---------- -------------

(b) Management’s remuneration

  Remuneration for management, comprising the President; Executive Vice
  President; Senior

Vice President and Vice President

  -------------- -------------- ------------- ------------- --------------
  Unit : THB     2018                         2017          

                 No. of         Oct 2017 –    No. of        Oct 2016 – Sep
                 Executives     Sep 2018      Executives    2017

  Total Salaries 11             29,077,364    11            25,485,048

  Total Bonuses  11             6,807,794     11            7,102,666

  Grand Total                   35,885,158                  32,587,714
  -------------- -------------- ------------- ------------- --------------

-   Other compensation : Employee Provident Fund and Life Insurance
    Premiums.

(a) Other compensation of the Board of Directors

  - None-

(b) Other compensation of management team, comprising the President ;
Executive Vice President; Senior Vice President and Vice President.

  ---------------- ------------ -------------- -------------- ------------
  Unit : THB       2018                        2017           

                   No. of       Oct 2017 – Sep No. of         Oct 2016 –
                   Executives   2018           Executives     Sep 2017

  Contributions to 11           1,371,764      11             1,156,848
  the provident                                               
  fund                                                        

  Life insurance   11           30,961         11             30,961
  premiums                                                    

  Total                         1,402,725                     1,187,809
  ---------------- ------------ -------------- -------------- ------------

-   Share-holding of the Board of Directors

The directors and Executives are required to report the possession of
security of Siam Food Products Public Co., Ltd., of themselves, and
spouses including children who still does not reach legal age to the
following Board of Directors’ Meeting after those directors are selected
as company directors. Subsequently, should any Director, Executives and
spouse and under legal age child shall cause transaction of security of
Siam Food Public Co., Ltd., The company provides the policies that the
Board of Directors and top executives should notify the committee of
shares trade at least 1 day in advance before the trade by giving notice
in writing to the Company’s President. such director is required to
report such transaction to the following Board of Directors’ Meeting.

In this regard, shareholding of the Board of Directors and Executives as
at 30 September 2018 were as follows: -

+---+---------------+-------------------+---------+---------+-------+
| N | Name          | Position          | O       |         |       |
| o |               |                   | rdinary |         |       |
| . |               |                   | Share   |         |       |
|   |               |                   | (Units) |         |       |
+---+---------------+-------------------+---------+---------+-------+
|   |               |                   | 30      | 30      | + /   |
|   |               |                   | Se      | Se      | (-)   |
|   |               |                   | ptember | ptember |       |
|   |               |                   | 2018    | 2017    |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr.Thien      | Chairman and      | -       | -       | -     |
|   | Mekanontchai  | Chairman of       |         |         |       |
|   |               | Executive         |         |         |       |
|   | Spouse or de  | Director          |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Mr. Prasit    | Chairman of the   | -       | -       | -     |
|   | Kovilaikool   | Audit Committee,  |         |         |       |
|   |               | Chairman of the   |         |         |       |
|   | Spouse or de  | Remuneration ,    |         |         |       |
|   | facto         | Nominating        |         |         |       |
|   | partners and  | Committee and     |         |         |       |
|   | Minor child   | Chairman of the   |         |         |       |
|   |               | Corporate         |         |         |       |
|   |               | Governance        |         |         |       |
|   |               | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 3 | Mr. Prasert   | Director, Vice    | -       | -       | -     |
|   | Maekwatana    | Chairman of the   |         |         |       |
|   |               | Board of Director |         |         |       |
|   | Spouse or de  | No. 1, Vice       |         |         |       |
|   | facto         | Chairman of       |         |         |       |
|   | partners and  | Executive of      |         |         |       |
|   | Minor child   | Director and      |         |         |       |
|   |               | Director of the   |         |         |       |
|   |               | Remuneration and  |         |         |       |
|   |               | Nominating        |         |         |       |
|   |               |                   |         |         |       |
|   |               | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 4 | Mr. Sithichai | Director, Vice    | -       | -       | -     |
|   | C             | Chairman of the   |         |         |       |
|   | haikriangkrai | Board of Director |         |         |       |
|   |               | No. 2, Executive  |         |         |       |
|   | Spouse or de  | of Director and   |         |         |       |
|   | facto         | Director of the   |         |         |       |
|   | partners and  | Remuneration and  |         |         |       |
|   | Minor child   | Nominating        |         |         |       |
|   |               |                   |         |         |       |
|   |               | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 5 | Mr. Siripol   | Director,         | -       | -       | -     |
|   | Yo            | Executive of      |         |         |       |
|   | dmuangcharoen | Director and      |         |         |       |
|   |               | Chairman of the   |         |         |       |
|   | Spouse or de  | Risk Management   |         |         |       |
|   | facto         | Committee         |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 6 | Mr. Ananta    | Independent       | -       | -       | -     |
|   | Dalodom       | Director and      |         |         |       |
|   |               | Director of the   |         |         |       |
|   | Spouse or de  | Remuneration and  |         |         |       |
|   | facto         | Nominating        |         |         |       |
|   | partners and  | Committee         |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 7 | Mr. Chai      | Independent       | -       | -       | -     |
|   | Jro           | Director,         |         |         |       |
|   | ongtanapibarn | Director of the   |         |         |       |
|   |               | Audit Committee   |         |         |       |
|   | Spouse or de  | and Director of   |         |         |       |
|   | facto         | the Risk          |         |         |       |
|   | partners and  | Management        |         |         |       |
|   | Minor child   | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 8 | Mrs.          | Director,         | -       | -       | -     |
|   | Chaveevarn    | Executive of      |         |         |       |
|   | C             | Director and      |         |         |       |
|   | handanabhumma | Director of the   |         |         |       |
|   |               | Corporate         |         |         |       |
|   | Spouse or de  | Governance        |         |         |       |
|   | facto         | Committee         |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 9 | Police        | Independent       | -       | -       | -     |
|   | General       | Director,         |         |         |       |
|   | Krisna        | Director of the   |         |         |       |
|   | Polananta     | Corporate         |         |         |       |
|   |               | Governance        |         |         |       |
|   | Spouse or de  | Committee and     |         |         |       |
|   | facto         | Director of the   |         |         |       |
|   | partners and  | Audit Committee   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mrs. Nidda    | Director and      | -       | -       | -     |
| 0 | The           | Executive of      |         |         |       |
|   | erawatanachai | Director          |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Ms. Pornpimol | Director and      | -       | -       | -     |
| 1 | Chirtchoochai | Executive of      |         |         |       |
|   |               | Director          |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr. Graeme    | Director,         | -       | -       | -     |
| 2 | Anthony Cox   | Executive of      |         |         |       |
|   |               | Director ,        |         |         |       |
|   | Spouse or de  | Director of the   |         |         |       |
|   | facto         | Risk Management   |         |         |       |
|   | partners and  | Committee and     |         |         |       |
|   | Minor child   | President         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr. Kiartisak | Executive Vice    | -       | -       | -     |
| 3 | Lertsiriamon  | President –       |         |         |       |
|   |               | Corporate         |         |         |       |
|   | Spouse or de  | Administration    |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Ms. Sutiporn  | Executive Vice    | -       | -       | -     |
| 4 | Rungsisirikul | President –       |         |         |       |
|   |               | Marketing         |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr.Wiboon     | Senior Vice       | 300     | 300     | -     |
| 5 | Sukouichai    | President -       |         |         |       |
|   | Spouse or de  | Finance &         |         |         |       |
|   | facto         | Administration    |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr. Pattana   | Vice President    | -       | -       | -     |
| 6 | Chuatong      | Raw Material      |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mrs. Chaniya  | Vice President QA | -       | -       | -     |
| 7 | J             |                   |         |         |       |
|   | antrakasemwat |                   |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr.Chatchawan | Vice President    | -       | -       | -     |
| 8 | Powtong       | Agriculture       |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr.Nopadol    | Vice President    | -       | -       | -     |
| 9 | Thongprajiad  | Manufacturing     |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Mr. Pakpoom   | Vice President    | -       | -       | -     |
| 0 | Termpongpisit | International     |         |         |       |
|   |               | Marketing & Sale  |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Ms.Tanaporn   | Vice President    | -       | -       | -     |
| 1 | Nuntawowart   | Finance &         |         |         |       |
|   |               | Accounting        |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Mrs. Wondee   | Vice              | -       | -       | -     |
| 2 | Kwan-on       | President-Ware    |         |         |       |
|   |               | House             |         |         |       |
|   | Spouse or de  |                   |         |         |       |
|   | facto         |                   |         |         |       |
|   | partners and  |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
|   | Total         | -                 | 300     | 300     | -     |
+---+---------------+-------------------+---------+---------+-------+

- Independent committee participation in any training course organized
by Thailand Institute of Directors (IOD)

Training Courses []

8.10 Personnel

There were 2,018 employees of the company. Of which, there were 415
monthly employees, 588 daily employees and 1,015 seasonal daily
employees, as classified by major working area as follows: -

  ------- -------------------- -------------- -------------- --------------
          Office               Monthly        Permanent      Seasonal Daily
                               Employees      Daily Employee Employee

  1       Head office          72             -              -

  2       Factory office       271            430            961
          (Chonburi)                                         

  3       Farm office                                        

          Agriculture          60             157            54

          Raw material         12             1              -
          procurement                                        
  ------- -------------------- -------------- -------------- --------------

Total compensation of the employees are classified as follows:-

- Salary / Wage 342.07 m. baht

- Bonus 19.66 m. baht

- Accumulated in Provident Fund 8.91 m. baht

   

Occupational Health Policy And safety

Siam Food Public Company Limited is a leading global food manufacturer.
We comit to produce and develop food products that are always safe for
consumption and meet the quality of customer specifications and comply
with applicable standards.

The Company sets this policy so that employees at all levels are guided
by the following principles:

 1. Prevent injuries and work-related diseases, including events that
could cause loss of life, property and hazards at medium risk to people
involved.

2. Develop a proper occupational health and safety management system and
comply with legal requirements and other requirements which the company
has made an agreement.

3. To prepare and review the objectives and purposes consistently with
the environmental problems and risks in the intermediate level and
higher.

4. To promote and encourage the trade partners and contractual parties
to provide the raw materials and service to show the responsibility for
compliance with the environmental, hygienic and safety standard.

5. To provide training and create the environmental, hygienic and safety
awareness among the employees of all levels as well as encourage and
stimulate everyone for the participation and suggest the company’s
activities and serious actions.

6. Improvement of the environmental, hygienic and safety management
system to be continuously efficient.

To achieve the above policies, the executives shall communicate to all
employees for good understanding and serious actions as well as
communicate to the public, concerned parties, sub-contractor and working
staff on behalf of the company.

In addition, the company has appointed the work safety, hygiene and
environment committee for the thorough supervision of all employees
according to the ministerial decree regarding the standard on
administration and management of work safety, hygiene and environment
B.E. 2549 and acts as the representative of the employer to do
activities relating to the safety, budget allocation, instruction for
changes, improvement of the unsafe condition and punishment upon
investigation, which is found that the offensive employee does not
comply with the safety rules, as well as consider the polices and plans
of work safety and safety outside the work facility to preent and reduce
the accidents, dangers, sickness or troubles from working or non-safety
of work, report and suggestion of the measures or guidelines for
improvement being submitted to the employer etc.

The work safety, hygiene and environment committee determines the
targets to reduce the accidents, work leave rate and rate of sickness
from working of the company’s employees formally by gathering the
statistics, causes of accident and solutions, so that the employees work
safely and could achieve the provided targets.

+------------------------------------------+----+------+------+------+
| Statistics of accidents in comparison    |    |      |      |      |
| with the working hours for retrospective |    |      |      |      |
| 3 years                                  |    |      |      |      |
+------------------------------------------+----+------+------+------+
| [TABLE]                                  |    |      |      |      |
+------------------------------------------+----+------+------+------+

Policies and practices relating to the employee’s compensation and
welfares

The company manages the wage and compensation under the principles of
fairness, which corresponds with the suitability for the duties,
responsibilities and abilities of the individual employee as well as the
fairness in comparison with the external industry for the competition in
the leader’s level with the external company in the same industry and
comply with the company's performance in the short and long term, the
Company will set clear targets for employees with a KPI to calculate
annual remuneration. The employee shall receive the work assessment and
explanation regularly and sincerely for the development and self
improvement.

In addition, the company has the policies to support the good health of
its employees for the efficient work by providing the sport center for
the employees, savings cooperatives ad provident reserve for savings by
the employees to be used upon retirement.

Employees Development Policy

Siam Food Public Co., Ltd. has well realized that personal resource is
important management factor to build the competitive advantage and to
bring our organization to meet international standards. To correspond
with the vision and mission of the company, the company thus rapidly
develop and build management and personnel resource development system
and continuous employee development as summarized as personnel resource
development of the company as follows:-

1. Promote organizational culture and environment that facilitates
personnel resource development to have good moral, ethic, diligent,
patient and active to develop oneself to lead the company as efficient
organization and encourage all employees to fully commit to perform work
under their responsibilities.

2.  Develop personnel resource, arrange training according to the
    prescribed plan by training

basic course of employee at each level.

3.  Quality System according to the International Standard; on the job
    training (OJT); Specific Vocational Course to support growth of each
    occupation. Management Potentiality Course for each level of
    superior in order to develop the potentiality of employee at each
    level to correspond with growth of position and to build substitute
    personnel, Our staff will all be trained and developed an average of
    6 hours / year. However, in the year 2018 (October 2017–
    September 2018) the company's employees have been trained on average
    8.20 hours / year.

4.  In addition, the Total Productive Maintenance (TPM) to continuously
    develop personnel resource and working efficiency by providing
    opportunity to all employees at all levels to participate in
    development and improvement of working to reduce loss and
    manufacturing cost. Achievement-based project operation by
    determining KPI across the organization with objective to develop
    potentiality of employees and to maintain performance of all
    organization to correspond with the required goals of the company
    for efficient team work and measurable including to adapt result of
    such action to improve and develop personnel and better working
    system development.

5.  Recommend employees to save money. When employees pass probation,
    the company will inform and encourage them to become a member of the
    savings cooperative and the provident fund for the security of
    future employees.

9. Good Corporate Governance

9.1 Good governance policy

The Board of Directors has greatly emphasized on the compliance with
good governance and good practice for the Board of Directors of the
listed company according to the direction of SET and SEC, and the
company has complied with the same of which in 2018, the Board of
Directors had approved to improve the good governance policy of the
company comply with the requirements for Listed Companies To be
consistent with the criteria ASEAN Corporate Governance Scorecard (ASEAN
CG Scorecard) and Corporate Governance Code (CG Code) of the SEC to be
modern and consistent with the changes in the capital market society and
upgrade the standard of business supervision to be higher and announced
for acknowledgement and compliance of all executives and employees

The Board of Directors provides the business supervision policies of the
company in writing and grants approval for the policies and compliance
with the policies regularly at least 1 time per year as the content
thereof was classified into 5 sections, as follows:-

1) Rights of the shareholders

The Board of Directors realizes and focuses on the shareholders’ rights,
protection of shareholders’ rights and encourages all shareholders to
exercise their rights by covering the basic rights according to the law
and not to do acts as the violation or derogation of the shareholders’
rights.

The Board of Directors encouraged and focused on the shareholders'
meeting. The Board of Directors as well as the audit committee and
independent directors attended the meeting and invited the concerned
person to attend the meeting i.e. auditor of the company in order to
provide the information for the shareholders and consider the reports
adequately.

The company recorded the data, date, time , place and agenda of the
meeting by giving explanations and reasons in each agenda or support the
resolution as being provided in the invitation for the shareholders'
meeting in advance adequately and the Board of Directors gives
opportunities to the shareholders to send questions in advance before
the date of meeting by providing the criteria of sending questions in
advance obviously and notified the shareholders as well as sent the
invitation letter for the shareholders' meeting. The company propagated
the criteria of sending questions in advance on the website of the
company.

The Board of Directors encouraged the shareholders, who are inconvenient
to attend the meeting themselves, to exercise rights of voting by
authorizing other person to attend the meeting and vote instead. The
company nominated at least 1 independent director as the option of
authorization for attending the meeting and voting instead of the
shareholder. The company encouraged the shareholders to use the power of
attorney in form, which the shareholders could determine the direction
of voting.

The company president or chairman of the meeting notified the
shareholders about the criteria used on the meeting, procedures of
voting for resolution, allotting the proper time and giving
opportunities to the shareholders to exercise rights equally on inquiry,
expressing the opinions or suggestions to the meeting according to the
agenda of the meeting and submitted manner.

The Board of Directors encouraged the use of the voting card in every
agenda and provided the resolution individually for the appointment of
director as well as designated the independent person to count or
examine the votes on the shareholders' meeting and clearly disclosed all
votes including agree, disagree and abstain to the meeting and the
shareholder’s meeting.

The minutes of the shareholders' meeting, which recorded the data
accurately and completely, has been sent the Securities and Exchange
Commission, SET, Ministry of Commerce the minutes of the shareholders'
meeting has been propagated within 14 days since the date of
shareholders' meeting. The resolution of the meeting and the voting
result in each agenda have been disclosed on SET Portal of The
Securities Exchange of Thailand and the company's website within 9 o’
clock in the next working day.

In 2018, the company held the Ordinary Shareholders’ Meeting for 2018,
No. BorMorJor. 26, on 24 January 2018 and the company assigned Thailand
Securities Depository Co., Ltd. who is the share registrar of the
company to deliver the invitation letter to all shareholders 21 days
before the Meeting date. In this regard, the name list of shareholders
is available according to good corporate governance principles, item No.
9.9

  2) Equal treatment of shareholders

Shareholder’s meeting

The Board of Directors promoted the shareholder who is inconvenient to
personally attend the Meeting to exercise its right to vote by its
proxy. The company proposed at least the name of 1 independent director
as alternative for attend the Meeting and entitled to vote on behalf of
the shareholder. In this regard, the company encouraged the shareholder
to use Power of Attorney in the form where the shareholder could
determine voting direction. However, should the shareholder may use
other form of Power of Attorney as prescribed by Department of Business
Development.

The invitation letter for the shareholders’ meeting is done both in Thai
and English language n order to give notice of the meeting schedule
together with the agenda and opinions of the Board of Directors by mean
of propagation through the company’s website at least 30 days before the
appointed date for the shareholders’ meeting.

The Board of Directors gives opportunity to the minority shareholders to
add the agenda and nominate the individual to assume the position of
Director as well as gives opportunity to the shareholders to send
questions in advance before the date of shareholders’ meeting by
propagating the criteria and giving prior notice to the shareholders
through the website of the company at least 3 months before the date of
shareholders’ meeting.

The Board of Directors held the shareholders’ meeting based on the
sequence of agenda being given in the invitation letter for the meeting
and had the policies not to add the agenda in the meeting without prior
notice to the shareholders, so that the shareholders have the
opportunities to study the supporting data of agenda before making
decision. For voting, the company provides the shareholder to vote by
the number of shares held (One share: one vote) and the Scorecard in all
agendas and could examine it in case of conflicts at later time.

Insider Trading policy

The Board of Directors provides the policies about the prevention of
internal data use and provides the measures to ensure that the policies
are acknowledged, observed and regularly follow up such as The Board of
Directors has formulated Insider Trading Policy that affects the price
of securities as follow: -

-   The Company’s Directors, executives, and employees related to
    insider information (including their spouses or de facto partners)
    shall not trade in the securities of SFP’s listed companies or other
    listed companies related to the insider information for a period of
    one month prior to the publication of quarterly and annual financial
    statements and within a period of 24 hours following the
    publication.

-   In addition, if the Company’s Directors, executives, and employees
    are aware of undisclosed information that may affect the price of
    any securities of SFP’s listed companies or other listed companies
    related to the insider information, they must not trade in such
    securities until after a period of 24 hours following the public
    disclosure has elapsed.

-   Any person engaging in insider trading, regardless of whether it
    takes place during a blackout period, shall be liable to penalties
    in accordance with the Securities and Exchange Act B.E. 2535 by the
    Office of the Securities Exchange Commission (SEC).

policy of holding securities report

The Board of Directors provides the policies that the directors and
executives have the duties to prepare and disclose the report to
securities holding in the owns company, the spouse or de facto partners
, minor children, director and executive have to report to executive
board about their stock of spouse, minor children at least 1 day in
advance before the trade is reported to publication by application
letter to the company president in order to report the securities trade
to the meeting of the Board of Directors on the next meeting and annual
report.

Policy of Disclosure

The Board of Directors determined policy stipulating the directors and
executives to prepare and disclose report of benefit of themselves
including the persons related to the directors and executives to the
company’s secretary in order to further submit copy of such report to
the President within 7 days commencing from such report is received by
the secretary.

In case any director or executive has a vested interest in any agenda
item under consideration, such a person must not attend the meeting or
must abstain from voting on such an agenda item. This is to ensure that
the Board and executives make decisions in a fair manner of
shareholders, in accordance with the procedures or measures for
approving inter-company transactions.

3) Roles of Stakeholders

The Company recognizes the importance of all parties with interests in
the Company by protecting their rights and ensuring equal, fair
treatment for all. The Company addresses the rights of persons with
interests in the business as follows.

Customers: The Company has a policy dedicate to install the production
process at world class standard for food safety to improving the
efficiency of its services; fair pricing; as well as honesty and
integrity when entering into contracts.

Practices: Commit to the development of products and services, the
company products are accredited according to the following standards:
GMP, HACCP, BRC, ISO 9001, ISO 14001, OHSAS 18001 and TLS 8001-2553 to
provide good quality and satisfaction to our customers forever and
regularly assessing customer satisfaction.

Trading partners: The Company has a policy consider equality and honesty
in the conduct of business. Protect the interests in collaboration with
the business partners by observing the laws and the rules agreed upon by
both parties, and by conducting ethical business.

Practices: The Company has a manual has been compiled which clearly
specifies operating procedures for the procurement of products and
services and procedures to select the trading partners. The Company
observes the conditions of trade and contracts of which it is a party
to; payments are promptly arranged; and full cooperation is provided to
the sellers of products and services regarding essential information. In
addition, the Company also provides support and encourages its suppliers
to adopt the principle of sustainable development through social and
environmental responsibility in their business operations.

Competitors: The Company has a policy treat business competitors as per
the international principles within the framework of the laws on trade
competition and fair competition are strictly observed and involvement
in disinformation which could potentially damage the reputation of its
competitors is actively discouraged.

Practices: Operate within the framework of free and fair competition the
Company has formulated guidelines relating to trade competition for its
employees to adhere to in order to ensure appropriate practices.

Banks: The Company complies with the lending conditions specified in its
agreements and its obligations to business banks.

Practices: The company provides the framework on approval for the
shareholding list, and the guarantee must be subject to approval from
the Executive Committee. In addition, the company has the policies of
strict fund management to prevent any defaulted payment to the financial
institute in whatever cases.

Employees: The importance of employees at every level of the
organization is emphasized, irrespective of nationality, religion or
gender. All employees have equal rights and receive equal treatment.
Appropriate remuneration and benefits are provided to all employees,
comprising a salary, employees provident fund, social security, medical
expense coverage and life insurance. An employee benefits committee has
also been established to oversee the rights of personal in a just
manner.

Practices: Comply with the laws and regulations concerning employees and
basic human rights of international standards without discrimination
regardless of birthplace, nationality, gender, religion, education and
manage human resources in accordance with and in support of business
strategies, goals and financial management and investment in provident
funds training.

Communities, Society and Environment: The company gives focus and
respect on the lifestyle of the community, supports and participates
into the activities of environment protection and social and public
interests support.

Practices: The company’s policies, taking consideration of the concerned
parties, have been announced to the employees and generally observed as
follows:

Policy of social responsibility (CSR): the company which has operation
continuous follow The Standard of Corporate Social Responsibility, which
is the standard of Department of Industrial Work, Ministry of Industry.
The standard is closely to international standard ISO 26000 - Social
Responsibility.

Practices: Operate CSR-DIW standard is based on 7 principles;
Accountability, Transparency, Ethical behavior, Respect for stakeholder
interest, Respect for the rule of law, Respect for international norms
of behavior, Respect for human right.

Policy of no human rights violation: the company has placed importance
and considers it as the main policy in the business operation to
permanency by considering the respect of human rights and respect the
dignity of human of every employee which is the foundation of the
quality and valuable

Practices: We hire disabled people for work, no child labor and to
specify the policy for the company which concern the human right
especially which does not the violation of basic rights on race, women,
children, and disable persons.

Policy and Treatment of intellectual property: the company with the
right in property, intellectual property, copyright, patent, moral
right.

Practices: Promote executives, employees to use resource and property of
UV Group efficiently in order to increase the competition ability and to
provide a good service to customers, to use products and service with
legal copyright and do not support products or action that is
intellectual property right infringement for example Illegal software is
a violence of intellectual property and strongly prohibited.

Policy of anti-corruption and no bribery for the business interests of
the company: the Company places great importance on countering
corruption while encouraging our personnel at all levels to be aware of
corruption in all forms.

Practices: Personnel at all levels of Company and its subsidiaries must
perform their duties in compliance with the following practices:

1. Abide by the Anti-Corruption and Anti-Bribery Policy, the Business
Code of Conduct, and the rules, regulations and articles of association
of the Company without involvement in any forms of corruption, either
directly or indirectly.

2. Do not act in any way that indicates an intent of corruption,
including giving or taking bribes to and from stakeholders of PTT Global
Chemical Group. This includes any act through the work function of
personnel carried out under their responsibilities, either directly or
indirectly, in order to gain benefits to the organization, employees or
involving persons.

3. Do not neglect or ignore any acts that are witnessed, which could be
within the scope of corruption involving the Company and its
subsidiaries. It is the duty of all employees to report such a matter to
their supervisors or responsible persons, and fully cooperate in any
investigation that may follow.

  Policy of environment, hygiene and safety:

The Company is a world-renowned manufacturer of premium quality food
with high safety standards, meeting international requirement of
environmental, occupational, health and safety management system with
employees’ participation for customer satisfaction and the society as a
whole. Top management communicates to all employees for understanding
and implementation and also communicates to all concerns.

Practices: We do as follow to commit our policy:

1.  To continuous the prevention and improvement the environmental
    management system by reduced and recycled resources.

1.  To promote good health, prevent dangerous and illness from medium
    risk of employees and subcontractors’ activities, prevent accident
    and near-miss which will affect to life, resources and processing.

2.  To develop the environmental, occupational, health and safety
    management system to compliance with legal requirements, and other
    requirements that concern with environmental aspect of activities or
    products in the scope of environmental management system.

3.  To establish, review objective and target to compliance with
    environmental aspect and medium risk.

4.  To promote and support business partner, contractors to use raw
    material and services with highly concern with environmental,
    occupational, health and safety management system.

5.  To training and awareness on environmental, occupational, health and
    safety management system for all level of employees.

6.  To support the human resource, timing, training, evaluation,
    improvement environmental, occupational, health and safety
    management system continuously.

Policy of energy conservation: The company realizes the importance of
energy. It is the responsibility of all employees to cooperate in energy
conservation. This will result in continuous and sustainable energy
development.

Resolution:

1.To set up an energy management system as a part of the company's
operations.

  2. To define an annual energy conservation plans and targets for the
  Company's energy use,

communicate to the employees of the company to understand and perform
correctly.

  3. The company considers the energy conservation as the responsibility
  of all employees and all

levels have to cooperate in the compliance with the laws relating to the
energy conservation and energy management.

4.To support the allocate resources, personnel, budget, working hours,
training for the energy conservation

5.To improve the energy efficiency continuously. There will be ongoing
the review of policy, goals and energy management plans.

Whistle Blowing Policy or Complaint and Protection of Informations: The
company provides the channel for receipt and management of the
complaints of the interested parties through the audit committee of the
company directly at Siam Food Produce Public Co., Ltd., 195, 43rd Floor,
Empire Tower, Sathon Tai Road, Yannawa Sub-district, Sathon District,
Bangkok 10120 or at the e-mail address: Auditcommittee@siamfood.co.th as
well as data propagation in the website of the company;
www.siamfood.co.th. The company has the process of examination and
investigation of the complaints based on the procedures to ensure that
the complaints shall be considered carefully, accurately and fairly and
reported to the Board of Directors respectively.

If the employee is complained that he commits offense, the company has
the policies and guidelines to provide fairness to the employee and the
whistle blower not to affect against the individual rights according to
the law of all parties.

Framework for Development toward Sustainability: It is SFP’s conviction
to conduct business with fairness and responsibility towards each
stakeholder for sustainable mutual benefits. As such, the Company has
formulated SFP Framework for Development toward Sustainability, based on
international guidelines encompassing economic, social, and
environmental aspects, under the principle of Corporate Governance to
bring about aligned operation across the Company’s businesses,
continuously creating values for society through its fully
environmentally-friendly business conduct and is ready to transfer its
existing bodies of knowledge, experience, and success to stakeholders
through participation such as transferring knowledge to Contract Farming
under the SFP Model, and to study and apply new innovations to develop
the business. The Executive Board is responsible for monitoring the
results. And advice on how to do it every month. To supervise
sustainability together.

The company explains the details about the policies, operation and
activities with the interested parties in Clause 10: Company’s Social
Responsibility (CSR).

4) Disclosure of data and transparency

The Board of Directors had policy to disclose data and information both
the monetary and non-monetary information related to business operation
and result of operation of the company which was true, complete,
sufficient, regular, in time and indicate the operating status and
actual financial status of the company including the future of company’s
business.

The Board of Directors had duties to supervise the disclosure of
company’s data to be strictly in accordance with law, rules, regulation
related to disclosure of date and transparency and Regular amendment
takes place to ensure the company is up-to-date in its adherence to
laws, regulations and obligations are correct and also assigned the
company secretary to equally communicate with the shareholders,
investors and general security analyst as contactable at the company
office, e-mail address: kiartisak.l@siamfood.co.th or Tel. 0-2287-7003
and at www.siamfood.co.th. So that the investors and the concerned
persons as the shareholders and prospective shareholders could use the
data to support the investment decision i.e. preparation of the
Management Discussion and analysis or MD & A) to support the disclosure
of the financial statements of all quarters. The investors could
acknowledge the data and understand the changes occurring to the
financial status and operation result of the company in each quarter
better in addition to the figures data in the financial statement only.

The Board of Directors had assigned the Audit Committee which was
consisted of independent director as the caretaker who is responsible
for the quality of financial report and internal control system. The
comment of Audit Committee about this matter was shown in report of the
Audit Committee as shown in annual report.

The Board of Directors had duties and responsibilities to report their
responsibilities toward financial report as shown with the auditor
report in annual report.

The company has disclosed the roles and duties of the Board of Directors
and sub-committee, frequency of the meeting and number of times to
attend the meeting in the past year and opinions from performing the
duties as well as training and continuous development of professional
knowledge of the committee in the Form 561 and in the annual report of
the company as well as propagated the certificate and company’s rules in
addition to the policy of good business supervision in the website of
the company.

5) Responsibilities of the Board of Directors

The roles, duties and responsibilities of the Board of Directors shall
be as being provided by law, Memorandum of Association, Articles of
Association and resolution of the shareholders’ meeting. The Board of
Directors must perform the duties faithfully (Fiduciary Duties),
supervise the business management of the company carefully (Duty of
Care) with skills by adhering to the reasons, ethical principles,
focusing on the benefits and value addition for the company. Therefore,
it is necessary to supervise the management efficiently to cause the
effectiveness for the company.

The Board of Directors plays important roles to provide the policies of
the company jointly with the top executives, plan the shot-term and
long-term working as well as provides the financial policies, risk
management and perspective of the organization with important roles of
supervision, examination and assessment, operation of the company and
performance result of the top executives to correspond with the plan
systematically.

In addition, the Board of Directors appoints the sub-committee, so that
the shareholders ensure that the company operated the business and did
review carefully i.e. Audit Committee, Compensation & Recruitment
Committee, Risk Management Committee and Good Business Supervision
Committee to perform the specific duties and submit to the Board of
Directors for consideration or acknowledgment.

-   Conflict of benefits

The Board of Directors focuses on the management about the conflict of
benefits which the shareholder structure shall be clear, transparent and
shall not have cross-holding among major shareholders, thereby
preventing any conflict of interests with any party. Also, the
shareholder structure of the company and its subsidiaries shall be
disclosed in the Annual report.

-   Internal Control and Internal Audit

The company’s Board of Directors places great importance on the setting
of internal control

systems at all levels, from the management level to the operational
level. The Board of Directors set the duties and operational authority
of each employee and had them put in writing. The working group and
evaluation group were completely separate to ensure fairness and
balance, and allow for the appropriate cross investigation between the
two groups.

The audit committee was set up by the Board to consider the
appropriateness of the

company’s internal control system and to review the results of any
actions performed by both the internal auditors and the company’s
certified public accountant. In addition, the internal auditors met
every quarter to exchange ideas and present the results of their audit.
Such reports considered the relevance and effectiveness of the company’s
systems and operational plan as well as any limitation of
responsibility. The results were later presented to the company’s Board
of Directors for review and approval.

The Board of Directors jointly with the audit committee did assessment
of the adequacy of the internal control based on the Assessment Form
provided by the Securities and Exchange Commission (SEC) by disclosing
in the annual report of the company.

-   Risk management system

The Board of Directors focuses on the risk management of the
organization by providing the policy of risk management covering the
work performance of the whole organization by assigning the Management
to comply with the policy and report to the Board of Directors regularly
as well as do the system review or assessment of the efficiency of the
risk management 1 time per year. If the risk level is found to be in
higher level, the Operational Section must analyze the causes and
provide the guidelines for solution as well as do close and continuous
follow-up. The company discloses it in the annual report and Form 56-1
of the company.

-   Connected transaction

Board of Directors are aware of the importance of conducting business
with transparency and consider all stakeholders. Therefore, the Company
has set the policy and procedures for conducting connected transactions
to be clear. Transparency No conflict of interest and the most benefit
to the company. The Code of Conduct the Company's policy on connected
transactions is the Board of Directors. The Audit Committee is
responsible for considering the appropriateness of the transaction.
Considering the benefits of the company as well as compliance with the
law. The rules of the SEC and the SET are determined by the price and
conditions as they enter into transactions with third parties under the
arm's length basis, where the stakeholders are not involved in the
decision. The Board of Directors is responsible for overseeing
compliance with the regulations on the procedures and disclosure of
transactions that may cause conflict of interests to be accurate and
complete. The details of the transaction, the parties, the reasons and
the necessity. Please refer to the policy on inter-company transactions,
annual report and Form 56-1.

-   Mechanism in charge of the affiliate company and associated company

The Board of Directors focuses on the management in the affiliate
company and joint venture, in order to maintain the benefits in the
investment of the company by assigning the qualified committee for
management based on the company policy, law, announcements and criteria
of the Stock Exchange of Thailand.

In addition, the Board of Directors appoints the sub-committee, so that
the shareholders ensure that the company operated the business and did
review carefully i.e. Audit Committee, Compensation & Recruitment
Committee, Risk Management Committee and Good Business Supervision
Committee to perform the specific duties and submit to the Board of
Directors for consideration or acknowledgment.

The Board of Directors has supervised the operations of the subsidiaries
and associates to maintain the benefits of the Company's investment as
follows:

1. Consider important issues such as strategy, business plan, capital
increase or capital reduction, dissolution and important policies.

2. Follow up the results and risk assessment by management Executive
Committee and Board of Directors

3. Ensure the subsidiaries and associated companies comply with relevant
regulations, including inter-company transactions, acquisition and
disposition of assets, adequate and timely disclosures. Ensure
accountability is maintained, financial reports are accurate, the
relevant laws and generally accepted accounting standards.

5.1) Board of Directors’ Structure

The company consists of the Board of Directors by selecting from the
persons, who have the knowledge, abilities, multiple qualifications,
skills and experiences of business operation such as industry knowledge,
agriculture, financial accounting, management, international marketing,
strategy, legal management, and other areas are people with visionary
leadership and independence in decision-making. For the maximum benefit
of the company and shareholders.

The Board of Directors authorized the compensation and recruitment
committee to select the suitable person to assume the position of
director from the persons, who have knowledge, abilities,
professionalism, specific expertise and necessary skills in the
committee by requiring the qualifications to be consistent with the
business strategies of the company without restriction of sex and with
qualification as being provided in the criteria of the Stock Exchange of
Thailand based on the varied policy in the structure of the Board of
Directors (Board Diversity).

The directors are elected from the shareholders’ meeting, who determines
the number of Board of Directors, 12 persons, consisting of:

  - Independent Directors 4 persons

  - Executive Directors 8 persons (with at least one of them female
  directors)

The independent Directors are the Audit Committee, and some of them are
the Remuneration

and Nominating Committee which is also in compliance with the
requirements of The Stock Exchange of Thailand.

The Board of Directors has the agenda for assuming the position of 3
years each with the possibility for re-election. The company has not
limited the position or number of the independent directors to hold the
position not over 9 years because the company believes that the
business-related abilities and skills of the Board of Directors do not
depend on the number of positions in other companies nor length of
service of the independent directors, but depend on the ability to
provide the policies of business operation, consultations and solutions
based on the standard expected by the company and as far as the
directors could devote time for the company completely. The power of
decision to elect the person to assume the position of director belongs
to the rights of direct shareholders, who shall select them to perform
the duties instead to provide the policies and control the company owned
b them. However, the company specified the number of years to assume the
position of director of each director in the annual report and on the
website of the company.

5.2) Independence of the Board of Directors

The directors must have independence to express the opinions, voting and
have power to make decision. In case of decision on any matter, if any
director is involved, the company shall notify such director to omit
voting and leave the meeting room, so that the Board of Directors could
grant consideration and give opinions independently.

The independent director has the qualifications according to the
announcement of the Securities and Exchange Commission of Thailand (SEC)
and Stock Exchange of Thailand, so that the independent directors could
be in charge of the benefits of the shareholders and the involved
persons independently in proportion as1 of 3 of the number of all
directors. Most independent directors assume the positions of audit
director. It results in counterbalance, and the management could be
reviewed independently.

-   Gathering or separation of the position

The President and Managing Director of the company are not the same
person, and could divide the duties between the supervision of policies
and duties of regular management obviously, and the Board of Directors
determines the scope of power and responsibility of the President and
Managing Director

differently and obviously, so that they have no unlimited power by
determining the scope of power of the director as follows:

Scope of power and duties of the Chairman

1. Being responsible as the leader of the committee on the supervision
monitoring and ensuring that the performance of the Board is effective
and achieve the objectives and goals of the organization.

2. To ensure that all directors participate in the promotion of an
ethical corporate culture and good corporate governance.

3. To set the agenda of the Board of Directors' meeting by discussing
with the President and taking measures to ensure that matters are
included in the agenda.

4. To allocate sufficient time to the management to provide and enough
information for the directors to discuss the issues carefully, encourage
directors to exercise their discretion and comment freely.

5. Strengthening good relationships between executive directors and
non-executive directors, and between the board of directors and the
management.

6. Acting as the chairman of meeting of the Board of Directors and
shareholders of the company.

7. Acting as the final voter if the meeting of the Board of Directors
does voting and the votes of 2 parties are same.

With the scope of power and duties of the President in the management
structure.

5.3) Independent Committee

The Board of Directors’ emphasis on Good Corporate Governance is in line
with the

standards and policies of The Stock Exchange of Thailand. Made up of the
company’s board members and management personnel, the Independent
Committee was given ample opportunity to study the details and refine
the works in order to come up with a highly suitable solution.
Independent Committee comprises.

5.4) Roles, Duties and Responsibilities

The Board of Directors spearheads company growth and the making of
important decisions in several areas with the scope of power as
specified in the management structure.

5.5) Subsidiary Committee

The Board of Directors’ emphasis on Good Corporate Governance is in line
with the

standards and policies of The Stock Exchange of Thailand. Assigned of
the company’s board members and management personnel, the Independent
Committee was given ample opportunity to study the details and refine
the works in order to come up with a highly suitable solution.
Independent Committee comprises:

-Audit Committee

Established on 30 March 1999 which would assume the position 3 years per
rotation. The Audit Committee is comprised of at least three Independent
Directors with at least one of them having accounting / financial
knowledge. The Audit Committee which all were appointed by the Board of
Directors’ Meeting or Shareholders’ Meeting with the scope of power as
specified in the management structure.

In the year 2017 between October 2016 – September 2017, the Audit
Committee held four meetings and in addition one meeting with the
External Auditor without management in attendance, and one joint meeting
with the risk management committee to discuss risk management
strategies.

Member of the audit committee Mr. Chai Jroongtanapibarn, has extensive
experience in finance and accounting and the review of financial
statements.

- The Remuneration and Nominating Committee

Established on 29 November 2002, to assume the position 3 years /
rotation who were appointed from at least 3 directors consist of 1
independent directors and 2 director as the executive, with the scope of
duty as prescribed in the management structure. On 22 November 2017, the
Board of Directors approved the separation of roles and duties of the
Remuneration Committee and the Nomination Committee as follows:

So that the duty performance of the Compensation and Recruitment
Committee is done efficiently and achieves the purposes towards the
duties and the assigned responsibility from the committee. Therefore,
the meeting is held at least 2 times per year to consider, consult and
fulfill any acts based on their duties and responsibilities.

In the year 2018 between October 2017 – September 2018, the Remuneration
and Nominating Committee held 2 meetings.

-Risk Management Committee

Established on 30^(th) September 2003, and the Board of Directors No.
212 on Wednesday, 6^(th) August 2014, resolved to restructure the Risk
Management Committee by appointing from the Board of Directors at least
3 persons, including the managing Director ex officio. The Risk
Management Committee assumes the position for 3 years each time with the
scope of power as specified in the management structure.

In the year 2018 between October 2017 – September 2018, the Risk
Management Committee held 4 meetings and a joint meeting with the audit
committee to discuss risk management strategies.

 -Corporate Governance Committee

Established on 24^(th) February 2014, assume the position for 3 years
each time by appointing from the Board of Directors, at least 3 persons
with the scope of power as specified in the management structure.

In the year 2018 between October 2017 – September 2018, the Corporate
Governance Committee held 2 meetings.

-The Board of Executive Directors

At least eight persons are appointed by the Board of Directors with the
scope of power as specified in the management structure.

In the year 2018 between October 2017 – September 2018, the Board of
Executive Directors held 11 meetings.

6.  Company Secretary

The board of director has appointed Mr. Kiartisak Lertsiriamorn to be
the Company secretary and also responsible for the secretary of Board of
Directors with the Managing Director Office support function of the work
of company secretary goes according to the principle of operating of a
good company as well as to operate the company more efficiently.

The company discloses the qualifications of the company secretary from
the meeting of the Board of Directors in the annual report and on the
company’s website.

The company encourages the company secretary to receive the training and
develop the knowledge regularly as being disclosed in the annual report
of the company.

5.7) The Board Meeting

The dates of the board meetings, which are usually held a quarterly
basis, are fixed annually, to give the board members and management
sufficient notice. Normally, each meeting lasts between an hour and a
half to two hours. They are usually held at the company’s head office.
The company recorded details of the minutes in writing, filed the report
of the meeting which was approved by the board, and submitted to the
board and concerned parties for an examination.

The President of Board of Directors and Managing Director jointly
consider the selection the matter to enter into the agenda of the
meeting of the committee by giving opportunity to each director to have
freedom to submit the useful matter for the company to enter into the
agenda of the meeting.

The management sent out the invitation letter, agenda and other relevant
documents not less

than seven days before the date of the meeting, to give the Board of
Directors enough time to study, analyses and consider all the relevant
information. Should more information be required, they were encouraged
to contact either the President or the company secretary.

The Board of Directors determined the Meeting between independent
committee and non-

executive director regularly at least once a year to independently
debate or express comment about the management of interested matter.

On meeting of the Board of Directors, the Managing Director and top
executives shall join the meeting to give additional details as being
directly related to the problem.

From the continuous improvement of the shareholders’ meeting, in this
year, the company received an assessment for the quality of the ordinary
shareholders’ meeting scoring 97 points from of 100. This fell in the
“excellent” criteria in the quality assessment of the ordinary
shareholders’ meeting (Annual General Meeting – AGM) of the year 2018 as
being held by the Thai Investors Association.

5.8) Assessment of the work performance of the directors and President

To comply with the principles of good business supervision, the Board of
Directors required to prepare the work assessment form of the Board of
Directors at least 1 time per year to be used as the guideline to
consider the achievement, know the problems to do improvement and
increase the work efficiency of the Board of Directors. In the year
2018, the Board of Directors held the additional assessment of the
sub-committee.

Therefore, in the year 2018, the committee made the work assessment
through 4 assessment forms: 1) Self-assessment form of the individual
committee, 2) Self-assessment form of the individual sub-committee, 3)
Assessment form of the individual committee and sub-committee and 4)
Assessment form of adequacy of the internal control system (based on the
COSO System). The company secretary shall deliver and gather the
assessment results and submit to the meeting of the Board of Directors
for consideration to be used as the data to improve the company’s work
procedures.

The assessment result of the Board of Directors could be summarized as
follows:

-   Individual assessment: The criteria being used for assessment are in
    6 topics i.e. 1. Structure and qualifications of the Board of
    Directors, 2. Roles, duties and responsibility of the Board of
    Directors, 3. Meeting of the Board of Directors 4. Duty performance
    of the directors, 5. Relationship with the Management 6. Directors’
    and Management ability development. In summary, the assessment
    result is the average points of 90.45 percent as the excellent
    level.

-   Self-assessment form of the individual sub-committee applied the
    assessment criteria in 3 topics as follows: 1. Structure and
    qualifications of the committee are proper to cause the efficient
    work procedures of the committee. 2. The meeting of the
    sub-committee has done, so that the committee performs the duties on
    the meeting efficiently. 3. The roles, duties and responsibilities
    of the sub-committee focus include 3.1 Audit Committee 3.2
    Nomination Committee 3.3 Remuneration Committee 3.4 Corporate
    Governance Committee 3.5 Risk Management Committee and 3.6 Executive
    Committee, take time for the consideration, review and compliance
    adequately. The assessment is summarized with the average points of
    96.31 percent, which meet the criteria in the excellent level.

-   Assessment form of the individual committee and sub-committee
    applied the assessment criteria in 3 topics: 1. Structure and
    qualifications of the committee, 2. Meeting of the committee, 3.
    Meeting of the sub-committee. The assessment could be summarized
    with average points of 92.12 percent, which meet the criteria in the
    excellent level.

    -   Assessment of the adequacy of the internal control system of
        Siam Food Products Public Company Limited. With the assessment
        criteria in 5 points i.e. 1. Organization and environment, 2.
        Risk management, 3. Work control of the Management 4.
        Information technology and data communication system 5.
        Follow-up system. In summary, the assessment result is in
        average points of 98.82 percent as the excellent level.

    9.  Remuneration to Directors and Management

The company provides the policy of the director’s compensation obviously
and transparently by considering the operation result, responsibility of
the director, financial status of the company or as being suitable and
comparing the compensation of the similar industry to be good enough to
attract and maintain the qualified director at that time and obtain
approval from the shareholders about the paid compensation and disclose
it.

Director Remuneration

The company’s remuneration policy is clear, with remuneration for the
Board of Directors

being based on performance and responsibilities as well as the financial
well-being of the company. Also considered is the appropriateness of the
remuneration package as compared to those given to directors in similar
industries, so as to attract well-qualified directors to serve on the
Board. The company also seeks the approval of the shareholders on this
matter, before revealing the sum to the public.

Management Remuneration

The management’s remuneration is based on the policies set by the Board
of Directors, taking

into account both the company’s performance and that of each executive,
in addition to the achievement of any goals set beforehand. Also taken
into consideration was the performance of other companies in the same
field.

Remuneration details for the year 2018 can be found in the Remuneration
Section in this

document, under the sub-heading, Organization Structure. This is
followed by the announcement of The Securities and Exchange Commission.

  5.10) Directors’ and Management knowledge

-   Directors’ and Management knowledge and ability development

  The company supported the directors and high executives to attend the
  seminar in the course

benefiting their performance both the course arranged by the training
unit of the company and arranged by government or independent
organization, such as, the course of Thai Institute of Directors which
SEC had prescribed that the directors of listed company must
successfully passed at least one course, such as, Director Certification
Program (DCP); Director Accreditation Program (DAP) and Audit Committee
Program (ACP) in order to apply knowledge and experience to further
develop the company onwards.

-   Orientation of new directors

The Board of Director provides the orientation of all new company
directors, so that the new company directors being appointed have the
opportunities to cause the knowledge and understanding of the company's
business, company's policies as well as the roles, duties and
responsibilities of the Board of Directors in details by providing the
orientation of new directors as the explanatory document of the
training, seminar and visit of the place of operation of the projects of
the company, so that the company directors could experience the actual
business condition of the company.

  5.11) Succession Plan

The Company plans to recruit personnel in charge of senior management
positions for all key positions properly and transparently to ensure
that the Company has a professional management that

administers independently from major shareholder or any shareholder.
Then the nomination has been proposed to the Board of Directors for
appointment. The recruitment process for senior executives of The
Company is to consider selecting those with the right qualified
candidates with good education, experience and seniority to join the
team with the emphasis on getting young people who are competent to make
way for everyone to be promoted to the executive level in the future.
Through the evaluation process with high potential, everyone will be
developed as planned individually with challenging assignments and job
rotation to develop leadership skills and knowledge in all aspects. The
preparation of personnel of The Company is conducted with employees at
all levels to be ready to replace in case of vacancies in a timely
manner and for the purpose of continuous working as well.

The Board of Directors required the Managing Director to develop the
personnel of the organization to be prepared to take over the position
if they could not perform the duties.

  Business Ethics

The company recruited the Board of Directors and executives, who have
knowledge, abilities and experiences on the business with the policy of
faithful management, ethics, fairness and morality. The company plans to
operate the business continuously, has the relationship with all
concerned parties, good understanding and responsibility for the public.

The Board of Directors encourages for preparation of the business ethics
in writing, so that the directors, executives and all employees
understand the ethical standard used by the company on the business
operation and follow up the serious compliance with the ethics and
reviewed every year.

Regarding the ethics and practices of the employee, the company
announced the guideline to be observed by Directors Management team and
the employee. The Management is in charge of all subordinate employee to
observe the requirements strictly. with the Code of Conduct handbook of
the company for more information, visit
http://www.siamfood.co.th/conduct-th.html

9.2 Subcommittees

Structure of Subcommittees consists of the Board of Directors and five
subcommittees: Audit Committee, Remuneration and Nominating Committee,
Good Corporate Governance Committee, Risk Management Committee and the
Executive Board of Directors. Each group has a list and
responsibilities, it is defined in Section 8, Management Structure,
Section 9.1 Good Corporate Governance and Section 5.5 Subcommittees

9.3 Recruiting director, independent director, audit committee and
executive

1)  In case of the director, independent committee, audit committee and
    the executive is

resign by rotation or substitute the position duly vacated by other
reason, the Board of Directors’ Meeting shall consider to recruit
substitute director through the Compensation and Recruitment Board. The
Board of Directors shall consider and recruit the qualified,
knowledgeable, capable personal who is experienced in related work and
duly qualified pursuant to Section 68 of Public Company Limited Act,
B.E. 2535 and related Announcement of SEC for benefit in the efficient
business operation of the company and then proposed to the Shareholders’
Meeting for consideration the appointment according to the rules and
methods as follows: -

1.  One shareholder possesses one share / one vote.

2.  Each shareholder must exercise all right to vote as mentioned in
    clause 1 to elect one or

several persons as director but is prohibited to divide its more or less
votes to any person.

3.  The person who earned highest votes descending shall be elected as
    director equal to the

number of director required in such election. In case of the descendant
earned equal votes more than number of the required director, the
chairman shall cast one final vote.

For recruitment of person to fill the management position, the Board of
Directors shall arrange to follow up the progress of position succession
that covering the position of managing director and high management
position to ensure that the company selects the executive who is
knowledgeable, capable to succeed the important position in the future.

2)  Rules in selection the independent director and audit committee

  The company determines rules on selection of independent director and
  audit committee

from the qualification of the appointed person based on the following
qualifications:

1.  Holds share not less than 1% of paid up capital of the company,
    subsidiaries, affiliates and

related companies. This shall include shares held by related persons.

2.  Is not or never been the director who involved in management,
    employee, consultant who earned permanent wage nor person duly
    authorized to control the company, parent company, subsidiary,
    affiliate or minor company at the same rank, major shareholder or
    the person who has power to control unless such person is resigned
    from those statuses for not less than 2 years before being
    appointed.

3.  Does not have or never had business relationship or provided
    professional service to any company, parent company, subsidiary,
    affiliate, major shareholder or the person who has power to control
    in the manner which may object the independent use of discretion and
    is not or never been the major shareholder or person who has power
    to control of any party who has business relation with the company
    subsidiary, affiliate, major shareholder or the person who has power
    to control unless such person is resigned from those statuses for
    not less than 2 years before being appointed. Such relations
    inclusively mean:-

1.  Normal transaction, the matter related to the asset/service, to give
    or receive financial assistant that exceeding 20 m. baht or 3% of
    net tangible asset subject to whichever is lower.

2.  Providing other professional services, such as, financial
    consultant, legal consultant, asset appraisal for exceeding 2 m.
    baht / year.

In this regard, in case of business relation or professional service is
exceeding such prescribed value, approval must be firstly granted by the
Board that such business relation and professional service do not impact
the performance of assigned duties and independent expression of comment
and such comment of the Board id disclosed in Form 56-1 / Annual Report
/ Invitation Letter (in case of extension of position).

4. Is not or never been the auditor of any company, parent company,
subsidiary, affiliate, major shareholder or the person who has power to
control or partner of the Auditing Office where such auditor is working
for unless such person is resigned from those statuses for not less than
2 years before being appointed.

5. Does not have any relation by blood or by lawful registration,
namely, no any relation as parents, spouse, relatives and children
including spouse of the child of the executive, major shareholder, the
person who has power to control or the person who is proposed as
executive or the person duly empowered to control the company or
subsidiary.

6. Not being the director who is elected as proxy of the company’s
director, major shareholder or the shareholder who is related to the
major shareholder of the company.

7. Free from any character that prevent him to independently express
comment about operation of the company.

8. In case of being authorized from the Board of Directors to make
decision about business operation of the company, parent company,
subsidiary, affiliate and minor company at the same rank, major
shareholder or the person who has power to control based on collective
decision, such independent director must not be the Audit Committee.

9. Able to assume the position of director who does not involve in
management or independent director of the company in the group but is
required to disclose information about assuming in the position of
independent director in the group and total compensation received from
the group in form 56-1 and annual report (not necessary to disclose
compensation separately by each company).

9.4 The policy on assuming the position of director for other company

The company determined the policy specifying the President to report in
case of any company director would assume the position of director in
any company other than the subsidiary and affiliates to the Board of
Director immediately.

9.5 Control of the operation of the subsidiary company or joint ventures

The Company controls the operation of its subsidiary company and joint
ventures by authorizing the company’s directors and executives to attend
as directors to determine the policies and manage and also investigates
and assesses potential risks to the Company to find a solution in the
affiliates and joint ventures as follows:

Quality Pineapple Products Co., Ltd. “Subsidiary”

1. Mr. Thien Mekanontchai Chairman

2. Mr. Prasert Maekwatana Vice Chairman

3. Mr. Sithichai Chaikriangkrai Director

4. Mr. Graeme Anthony Cox Director

5. Mr. Kiartisak Lertsiriamorn Director and The company secretary

Siam Food (2513) Co., Ltd. “Subsidiary”

1. Mrs. Chaveevarn Chandanabhumma Chairman

2. Mrs. Nidda Theerawatanachai Director

3. Mr. Kiartisak Lertsiriamorn Director and The company secretary

Eastern Seaboard Industrial Estate (Rayong) Co., Ltd. “Associate”

1. Mr. Thien Mekanontchai Chairman

2. Mr. Sithichai Chaikriangkrai Director

3. Ms. Pornpimol Chirtchoochai Director

9.6 To Oversee the Use of Internal Information

The company regularly revealed information that were both accurate and
reliable to the shareholders, investors, securities analysts and the
public. Whenever executives initiated a change in the company’s
securities trading portfolio, a report was sent out to The Securities
and Exchange Commission. This is considered ethical business practice.

To oversee the use of the company’s internal information, the company
established regulations for staffs at all levels, under the section,
Discipline and Punishment. In this section, it is stated that : “Any
member of the staffs who reveals company confidential information to
others is breaking the company rules, and he or she will be punished
according to his / her crime.”

In this regard, the Board of Directors also determined important policy
to prevent the

directors, executives and employees to use the opportunity or data for
their own benefit nor conduct in any related business nor use internal
information for their benefit and other persons in transaction of
company’s shares. In this regard, the company determined punishment in
case of breach thereof.

9.7 Auditor’s fee

- In the past financial year 2018 the auditors remuneration including
three quarterly reviews and the audit of the financial statement for the
year ended September 30, 2018 was Baht 1,405,000, other service of Baht
95,400 and service fees for observing the destruction of obsolete goods
in the amount of Baht 30,000. The total sum of the fee was Baht
1,530,400.

9.8. The level of understanding and application of good corporate
governance principles for listed companies in the year 2018.

The Board recognizes its role as the leader of the organization. In the
year 2018, the Board acknowledged the Corporate Governance Code (CG
code) for listed companies in the year 2017 and Practices in the use of
sustainable value for the business. They also assigned the management to
assess each CG Code's performance in order to ensure that the results
were appropriate or plan to develop to suit the business continuously at
least once a year

In the year 2018, the Board has considered and improved the mission and
vision to comply with objectives and main goals of sustainability by
technology, new innovation, developing and improving new products,
social responsibility, adherence to the principles of good corporate
governance, ethics, integrity in business, satisfying stakeholders
continuously, etc.

9.9 Compliance with good corporate governance principles in other
matters.

The Board Meeting

The dates and agenda of the board meetings, which are usually held on 1
– 3 months per time

basis, are fixed annually, to give the board members and management
sufficient notice. Normally, each meeting lasts between an hour and a
half to two hours. They are usually held at the company’s head office.

Distribution of Documents

The management sent out the invitation letter, agenda and other relevant
documents not less

than five to seven days before the date of the meeting, to give the
Board of Directors enough time to study, analyses and consider all the
relevant information. Should more information be required, they were
encouraged to contact either the President or the company secretary.
Throughout the years, the company’s Board of Directors arranged a total
of 6 meetings. Details on the attendance of the directors can be found
as follows :

+----------------+------+-----+------+--------+------+-------+-------+
| Name           | Mee  |     |      |        |      |       |       |
|                | ting |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
|                | B    | The | E    | The    | C    | Risk  | 2016  |
|                | oard | Au  | xecu | Remune | orpo | Manag | A     |
|                | of   | dit | tive | ration | rate | ement | nnual |
|                | D    | Com | D    | and    | Go   | Comm  | Ord   |
|                | irec | mit | irec | Nomi   | vern | ittee | inary |
|                | tors | tee | tors | nating | ance |       | Sh    |
|                |      |     |      |        | C    |       | areho |
|                |      |     |      |        | ommi |       | lders |
|                |      |     |      |        | ttee |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 1. Mr. Thien   | 7/7  | -   | 1    | -      | -    | -     | 1/1   |
| Mekanontchai   |      |     | 1/11 |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 2. Mr. Prasit  | 6/7  | 4/4 | -    | 2/2    | 2/2  | -     | 1/1   |
| Kovilaikool    |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 3. Mr. Prasert | 6/7  | -   | 8/11 | 2/2    | -    | -     | 1/1   |
| Maekwatana     |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 4. Mr.         | 6/7  | -   | 9/11 | 1/2    | -    |       | 1/1   |
| Sithichai      |      |     |      |        |      |       |       |
| Chaikriangkrai |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 5. Mr. Siripol | 7/7  | -   | 1    | -      | -    | 4/4   | 1/1   |
| Y              |      |     | 1/11 |        |      |       |       |
| odmuangcharoen |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 6. Mr. Ananta  | 7/7  | -   | -    | 2/2    | -    | -     | 1/1   |
| Dalodom        |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 7. Mr. Chai    | 7/7  | 4/4 | -    | -      | -    | 4/4   | 1/1   |
| Jr             |      |     |      |        |      |       |       |
| oongtanapibarn |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 8. Mrs.        | 7/7  | -   | 1    | -      | 2/2  | -     | 1/1   |
| Chaveevarn     |      |     | 0/11 |        |      |       |       |
| Handanabhumma  |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 9.Police       | 7/7  | 4/4 | -    | -      | 2/2  | -     | 1/1   |
| General        |      |     |      |        |      |       |       |
|                |      |     |      |        |      |       |       |
| Krisna         |      |     |      |        |      |       |       |
| Polananta      |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 10.Mrs. Nidda  | 7/7  | -   | 1    | -      | -    | -     | 1/1   |
| T              |      |     | 1/11 |        |      |       |       |
| heerawatanacha |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 11. Ms         | 7/7  | -   | 7/11 | -      | -    | -     | 1/1   |
| Pornpimol      |      |     |      |        |      |       |       |
| Chirtchoochai  |      |     |      |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+
| 12. Mr.Graeme  | 7/7  | -   | 1    | -      | -    | 4/4   | 1/1   |
| Anthony Cox    |      |     | 1/11 |        |      |       |       |
+----------------+------+-----+------+--------+------+-------+-------+

In addition, based on the guidelines and principles of good business
supervision, The company recorded details of the minutes in writing,
filed the report of the meeting which was approved by the board, and
submitted to the board and concerned parties for an examination.

The Board of Directors determined the Meeting between independent
committee and non-

executive director regularly at least once a year to independently
debate or express comment about the management of interested matter.

In 2018, the Committee had held 1 Meetings.

[]10. CSR-DIW Continuous Report 2017

Message from the President

Siam Food Products Public Co., Ltd. realizes that we are a part of
society, we commit to run our business operation by good governance,
give value to all stakeholders; customers, shareholders, employees,
farmers, suppliers, contractors and subcontractors, community, society
and including government.

We commit to produce high quality and safe food products. We act with
integrity to improve the quality of life of our employees and farmers
and we participate widely in the local community. We always comply with
national laws and regulations and we always strive to comply with the
standards demanded by our customers.

At Siam Food Products we achieve prosperity in an ethical way in harmony
with the land and in mindful partnership with the farmers and people
that touch upon our business. This is the mindset throughout our
organization.

Siam Food's operation is based on the Corporate Social Responsibility
(CSR) concept of balance among economics, society, and environment. Our
CSR programme has been in operation since 2011 and all of our employees
are required to follow our Code of Conduct. We this is place we are
confident our business is sustainable and will grow in the long term.

  []

  ( Mr. Graeme Cox )

President

Siam Food Products Public Co., Ltd.

Social Responsibility follow CSR-DIW

Siam Food Products Public Co., Ltd. adheres to the principles of good
corporate governance and recognizes the importance of running a business
with social responsibility, community and the environment in mind in
order to create a lasting happiness for all stakeholders. We follow the
Corporate Social Responsibility standard which is equivalent to ISO
26000. We have followed these principals consistently since 2011.

CSR in 2018

-   Social Responsibility following CSR-DIW/ISO 26000

  A review of the status of the main CSR issues by topic is as follows:

[]

-   CSR In Business Process

10.1 Corporate governance

We have a commitment to produce food products using pineapple as the
main raw material with customer safety, international standards quality
and managed under good governance. The business is run with an
efficient, sustainable, transparent and verified by a written commitment
to social responsibility.

10.2 Human rights

The company pays attention to human rights, and conducts a human rights
evaluation impact assessment from the organization’s activities. This
covers all stakeholder groups in the organization. We respect rights and
freedoms, offer equal opportunities and non-discriminatory, prevent
child labor, anti-corruption of all forms, and mechanisms to receive
complaints, from inside and outside of the organization.

-   Open the complaint box every month

[][][]

-   Nursery for employee’s child

[] [] [] []

-   Kathin’s activity with employees of all races and community to
    commemorate the important Buddhist traditions

[] []

[] []

-   Security training according to human rights principles and conform
    to international guidelines

[] []

3.  Labour practices

  The company maintains Occupational Health and Safety Policies that
  cover to work on the principles of safety, hygiene standards and
  equality for all employees, temporary employees and subcontractors.

-   PPE Training to employees

[] []

[] []

-   Training, skill development, apprenticing and career opportunities
    for every level of employees based on equality and
    non-discrimination. We run department training on technical skills
    such as pasteurization and Why Why Analysis as well as training on
    social skills and hobbies such as making Japanese flowers from clay.

[] []

  We focus on health and happiness of our employees. We establish HAPPY
  8 to be a tool to

  achieve the goal through various clubs.

1.  Football/ Futsal Club: Organize futsal activities after work and
    holiday in September 2018, seven teams join these matches

[][]

2.  Health Running Club: Year 2018, organize running for health 3 times
    with 450 employees joining the activity

[] []

3.  Cycling Club: Year 2018, organize a cycling club 2 times with 150
    employees join the activity

[][]

4.  Swimming Club: Year 2018, organize swimming race 2 times with 50
    employees and their family

[][]

5.  Buddhism Club: Organize buddhist activities such as Dhamma practice,
    pray, listen to sermon, walk back and forth, meditation and giving
    food offerings to the monks with 20 employees join at Wat
    Cholpratarn Rangsarit, Nonthaburi and Wat Nong Muang Mai, Chonburi

[][]

6.  Aerobics Club: Organize aerobic activities in September 2018 after
    work 3 days/week (Monday, Wednesday and Friday) with 60 employees
    and employee’s descendants

[][]

7.  Siam Food Training Project: Auspicious pillow making in order to
    encourage employees to increase income and enjoy a leisure activity
    with 90 employees join this project

[][]

3.  Environmental

-   Protect and reduce the impact on the environment in water pollution,
    air pollution and soil pollution in accordance with all regulations.

    -   Measure air quality from ventilation chimney (Boiler), air
        quality in work area, heat level. These values ​​are in accordance
        with legal requirements

    -   Measure emmissions from the boiler to ensure good air quality

    -   Control working temperatures inside the factory

    -   Control noise levels inside the factory

  [] []

-   Waste water is properly treated before discharge to the public
    waterway. The results of the water quality assessment are shared
    with the community for transparency.

  [] []

-   Reforestation increases green space in the company by planting 100
    gold teak

  trees which can absorb carbon dioxide 863,000 Kg. CO₂e

  [][]

-   Effective use of resources in order to reduce energy consumption,
    water and other resources such as

1.  Changing light fittings to LEDs that can save energy 6,900 kWh/yr

  [][]

2.  Install equipment to improve the power factor to reduce electricity
    fine in each month amount 5,000-20,000 baht/month

  [][][]

3.  Install the pineapple extractor use to ferment bio-gas in order to
    replace boiler 36,702 kg/yr

  [][]

4.  Provide knowledge and activities for employees in the company about
    energy management and how to save energy in the factory

  [][][][]

5.  Other Environmental Activities

1.  Wash basin of tortoise shell project at Sea Turtle Conservation
    Center, Sattahip Naval Base with 30 employees

[] []

2.  Mangrove rehabilitation project together with Marin and Coastal
    Resources Administration No. 2 with 25 employees

[][][][][]

10.5 Fair operating practices

The company has identified the risk of corruption from company
activities or company-related activities to prevent corruptions inside
and outside the organization. We have procurement rules, controls and an
inspection committee to monitor and control works in accordance with the
contract. We have a committee that controls the disposal of unused
materials in compliance with the rules for taking items out of the
factory.

  There is also an internal data control and report on holding of
  securities of executives and auditors,

preventive measures, protect and secure the company property, contract
for fertilizer loan for pineapple planting sent to the factory, set the
authority for approval and payment, travel arrangements and rule
including allowance for travel within the country, advanced cash rule
and practice, Approval authority in the purchase requisition (P/R),
capital and anti-corruption policy

10.6 Consumer issues

The company does not commit any deception, misleading, fraud or unfair,
unclear or obscure. We have a Corporate Governance Principles Manual and
Principles of Corporate Governance policy. Our contracts are written in
clear language with clear labelling that follows all export regulations.
We have a process in place to handle customer complaints with corrective
actions and follow up audits agreed with customers.

[][]

10.7 Community involvement and development

The company is focused on community relations. We have a committee and
company representatives that discuss issues with the local community in
a fair and transparent way. We gladly assist in community development
activities.

-   Discussion with Tan Dam Community on February 22, 2018

[][][]

-   Make a project from discussion with community

1.  Installation of digital CCTV system at Tan Dam Community

  [] [] []

2.  Project for purchasing agricultural products of Tan Dam School

[][][]

-   Promoting cultural activities and local traditions, pay attention to
    the folk culture of the people in the community, candle tradition,
    buffalo run tradition which is one of the unique cultural activities
    in Chonburi

[][][]

-   Promote and support the training of knowledge about dangerous
    diseases, threats to health, AIDS

  []protection and tuberculosis to employees in order to bring the
  knowledge to share with their family and community to prevent the
  spread of diseases.

11. Internal control and audit

The audit committee made review of the suitability of the internal
control system from the audit result of the Internal Audit Section,
supervision and follow-up, so that the audited unit did improvement and
gave suggestions to the management to do improvements, solution and
reasonable preventions as the case maybe and followed up the progress of
the continuous improvements.

The Internal Audit Office under the direct supervision of the audit
committee summarized the audit results for the audit committee
quarterly. During the past year 2018, the Internal Audit office reported
to the meeting of the audit committee that no defects are found relating
to the internal control system in substantial matter.

Chief of the Internal Audit office

Ms.Duangduen Kanjanopas, Internal Audit Superintendent

The audit committee expressed the opinions that Ms. Duangduen Kanjanopas
has the educational qualification, experiences and qualified to assume
the position of the Chief of the Internal Audit office and could perform
the duties efficiently. The appointment, removal and transfer of the
chief of the audit must be granted approval from the audit committee.
The record data of the Chief of the Internal Audit was shown in the data
schedule of the directors and executives, Clause 8: Management
Structure.

12. Connected Transaction

Siam Food Products Public Company Limited ("the Company") attaches
importance to the connected transaction is a transaction that may cause
a conflict of interest between a listed company and a connected person
to make the conduct transparent and fair to all shareholders equally.
Therefore, the Board of Directors' Meeting No. 7/2018 held on September
27, 2018 resolved to approve the Connected Transaction policy. The Board
of Directors, executives and employees are required to follow the
guidelines. To consider items, to be transparent, fair and beneficial to
the company. More information can be found under Policy on inter-company
transactions http://www.siamfood.co.th/policy-th.html

Related parties

For the purposes of these financial statements, parties are considered
to be related to the Group if the Group has the ability, directly or
indirectly, to control or joint control the party or exercise
significant influence over the party in making financial and operating
decisions, or vice versa, or where the Group and the party are subject
to common control or common significant influence. Related parties may
be individuals or other entities.

Relationships with an associate and subsidiaries are described in notes
10 and 11. Relationships with key management and other related parties,
which have transactions with the Group, were as follows:

+-----------------------------+----------+-----------------------------+
| Key management personnel    | Thailand | Persons having authority    |
|                             |          | and responsibility          |
|                             |          | for planning, directing and |
|                             |          | controlling the             |
|                             |          | activities of the entity,   |
|                             |          | directly or indirectly,     |
|                             |          | including any director      |
|                             |          | (whether executive          |
|                             |          | or otherwise) of the Group. |
+-----------------------------+----------+-----------------------------+
| Plantheon Co., Ltd.         | Thailand | Major shareholder and       |
|                             |          | common directors            |
+-----------------------------+----------+-----------------------------+
| Thai Agro Products Co.,     | Thailand | Subsidiary of major         |
| Ltd.                        |          | shareholder                 |
+-----------------------------+----------+-----------------------------+
| Variety Asset 3 Co., Ltd.   | Thailand | Common group of major       |
|                             |          | shareholder                 |
+-----------------------------+----------+-----------------------------+
| Indara Insurance Public     | Thailand | Common group of major       |
| Company                     |          | shareholder                 |
|                             |          |                             |
| Limited                     |          |                             |
+-----------------------------+----------+-----------------------------+
| Horeca Management Co., Ltd. | Thailand | Major shareholder have      |
|                             |          | common directors            |
+-----------------------------+----------+-----------------------------+
| United Products Co., Ltd.   | Thailand | Major shareholder have      |
|                             |          | common directors            |
+-----------------------------+----------+-----------------------------+
| Havi Logistics (Thailand)   | Thailand | Major shareholder have      |
| Co., Ltd.                   |          | common directors            |
+-----------------------------+----------+-----------------------------+
| Concept Land 2 Co., Ltd.    | Thailand | Director’s relative is      |
|                             |          | indirectly principal        |
|                             |          | shareholder                 |
+-----------------------------+----------+-----------------------------+
| T.C.C. Commercial Property  | Thailand | Director’s relative is      |
|                             |          | indirectly principal unit   |
| Management Co., Ltd.        |          | holder                      |
+-----------------------------+----------+-----------------------------+
| Top Asset Security and      | Thailand | Director of major           |
| Service Co., Ltd.           |          | shareholder is              |
|                             |          | relatives of controlling    |
|                             |          | person                      |
+-----------------------------+----------+-----------------------------+
| Thai Beverage Public        | Thailand | Common directors            |
| Company Limited             |          |                             |
+-----------------------------+----------+-----------------------------+
| Asset World Synergy Co.,    | Thailand | Common directors            |
| Ltd.                        |          |                             |
+-----------------------------+----------+-----------------------------+
| Lake View Golf and Yacht    | Thailand | Common directors            |
| Club Co., Ltd.              |          |                             |
+-----------------------------+----------+-----------------------------+
| T.C.C. Technology Co., Ltd. | Thailand | Common directors            |
+-----------------------------+----------+-----------------------------+
| Deesermkit Co., Ltd.        | Thailand | Common directors            |
+-----------------------------+----------+-----------------------------+
| Terragro Fertilizer Co.,    | Thailand | Common directors            |
| Ltd.                        |          |                             |
+-----------------------------+----------+-----------------------------+
| Thip Sugar Kamphaengphet    | Thailand | Common directors            |
| Co., Ltd.                   |          |                             |
+-----------------------------+----------+-----------------------------+
| Thip Sugar Sukhothai Co.,   | Thailand | Common directors            |
| Ltd.                        |          |                             |
+-----------------------------+----------+-----------------------------+
| Pornpattanasin Co., Ltd.    | Thailand | Common directors            |
+-----------------------------+----------+-----------------------------+
| United Winery and           | Thailand | Common directors            |
| Distillery Co., Ltd.        |          |                             |
+-----------------------------+----------+-----------------------------+
| Southeast Capital Co., Ltd. | Thailand | Common directors            |
+-----------------------------+----------+-----------------------------+
| Southeast Insurance Public  | Thailand | Common directors            |
| Company Limited             |          |                             |
+-----------------------------+----------+-----------------------------+
| Bang Pa-In Paper Mill       | Thailand | Common directors            |
| Industry Co., Ltd.          |          |                             |
+-----------------------------+----------+-----------------------------+
| Cristalla Co., Ltd.         | Thailand | Common directors            |
+-----------------------------+----------+-----------------------------+
| Lan Chang Development Co.,  | Thailand | Common directors            |
| Ltd.                        |          |                             |
+-----------------------------+----------+-----------------------------+
| Plantheon Trading Co., Ltd. | Thailand | Common directors            |
+-----------------------------+----------+-----------------------------+
| North Park Golf And Sport   | Thailand | Common directors            |
| Club Co., Ltd.              |          |                             |
+-----------------------------+----------+-----------------------------+
| Kaset Thip (2017) Co., Ltd. | Thailand | Common directors            |
+-----------------------------+----------+-----------------------------+
| Oishi Trading Co., Ltd.     | Thailand | Common directors            |
+-----------------------------+----------+-----------------------------+
| Oishi Food Service Co.,     | Thailand | Common directors            |
| Ltd.                        |          |                             |
+-----------------------------+----------+-----------------------------+
| The Residence 9 Co., Ltd.   | Thailand | Common directors            |
+-----------------------------+----------+-----------------------------+

  The pricing policies for transactions with related parties are
  explained further below:

  ------------------------------------------------------------------------
  Transactions                    Pricing policies
  ---------------------------- -- ----------------------------------------
  Revenue from sale of goods      Market price

  Sale of packaging               Mutually agreed prices

  Land rental income              Contractually agreed price

  Sale of assets                  Mutually agreed prices

  Dividends income                In accordance with the resolution of
                                  shareholders’ meeting

  Interest income                 Interest rate 2.00-2.50% per annum

  Other income                    Mutually agreed prices

  Purchase of raw materials       Market price

  Purchase of goods               Mutually agreed prices

  Purchase of fixed assets and    Mutually agreed prices
  other assets                    

  Operating lease expense         Contractually agreed price

  Director remuneration           In accordance with the resolution of
                                  shareholders’ meeting

  Interest expense                Interest rate 1.45% per annum

  Other expenses                  Mutually agreed prices
  ------------------------------------------------------------------------

  ---------- ----------- ----------- ----------- ----------- -- --------------
                                                                

  ---------- ----------- ----------- ----------- ----------- -- --------------

Significant agreements under non-cancellable operating leases

  Land lease agreements

  On 30 November 2017, the Company entered into a land lease agreement
  with Variety Asset 3 Co., Ltd., its related company. The agreement was
  for a period of 3 years commencing from 1 January 2018 to 31 December
  2020. The Company is committed to pay a rental fee at the rate as
  stipulated in the agreement.

  On 22 April 2016, the Company entered into a land lease agreement with
  Concept Land 2 Co., Ltd.,
  its related company. The agreement was for a period of 2 years and 10
  months commencing from
  1 March 2016 to 31 December 2018. The Company is committed to pay a
  rental fee at the rate as stipulated in the agreement.

  On 1 November 2016, Quality Pineapple Products Company Limited, its
  subsidiary, entered into a land lease agreement with Deesermkit Co.,
  Ltd., its related company. The agreement was for a period of
  3 years commencing from 1 October 2016 to 30 September 2019. The said
  subsidiary is committed to pay a rental fee at the rate as stipulated
  in the agreement.

  On 10 November 2015, Quality Pineapple Products Company Limited, its
  subsidiary, entered into a land lease agreement with Deesermkit Co.,
  Ltd., its related company. The agreement was for a period of
  3 years commencing from 10 November 2015 to 9 November 2018. The said
  subsidiary is committed to pay a rental fee at the rate as stipulated
  in the agreement.

  Building lease and service agreements

  On 6 October 2017, the Company entered into a building lease and
  service agreements with
  T.C.C. Commercial Property Management Co., Ltd., its related company.
  The said agreements was for a period of 3 years commencing from 26
  December 2017 to 25 December 2020. The Company is committed to pay a
  rental and service fees at the rate as stipulated in the agreements.

  Telephone manage hosting service agreements and computer equipment
  agreements

  The Company and its subsidiary entered into telephone manage hosting
  service agreements and computer equipment agreements with T.C.C.
  Technology Co., Ltd., their related company. The agreements were for a
  period of 3 years to 5 years and the agreements will expire during
  2018 to 2022. The Company and its subsidiary are committed to pay
  service fees at the rate as stipulated in the agreements.

Car rental agreements

  The Company and its subsidiary entered into car rental agreements with
  Southeast Capital Co., Ltd., their related company. The agreements
  were for a period of 3 years to 5 years and the agreements will expire
  during 2019 to 2023. The Company and its subsidiary are committed to
  pay rental fees at the rate as stipulated in the agreements.

Area lease for server computer agreement

  On 1 September 2018, the Company entered into area lease for server
  computer agreement with T.C.C. Technology Co., Ltd., its related
  company. The agreement was for a period of 1 year commencing from
  1 September 2018 to 31 August 2019. The Company is committed to pay a
  service fee at the rate as stipulated in the agreement.

Approval Policy and Procedure for interrelated transaction. 

Interrelated transaction of the company typically follows normal
business practice that brings the most profits to the company. However,
if it involves very important matters or potentially be a long term
liabilities  to the Company. The company will put this case to the Audit
Committee or independent expertise considers and obtains their
comments with the suitable of pricing and reason. the connected
transaction ,Acquisition and disposition of assets. The Company's Board
of Directors should act according to action SEC rules and regulations
and notification or rule of SET, also the rule of disclosure the
connected transaction ,Acquisition and disposition of assets.