Part 2

Management and supervision

7. Data of the securities and shareholding

1.  Share-holding of the Board of Directors

Authorized Capital 300,000,000.00 Baht Paid-up Capital 210,000,000.00
Baht No. of Listed Share 21,000,000 Shares Par Value 10.00 Baht

7.2 Shareholders

The company’s 10 Major shareholders as of 31 December, 2015.

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

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

  2.    PHILLIP SECURITIES PTE LTD.              1,047,155      4.99%

  3.    DBS BANK A/C DBS NOMINEES-PB Clients     1,045,850      4.98%

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

  5.    Phoemsuk Trading Co.,Ltd.                629,100        3.00%

  6.    Ventures Hotel Management Co.,Ltd.       551,300        2.63%

  7     Tanasiri (2014) Co.,Ltd.                 451,300        2.15%

  8     Phachoenchoke Trading Co.,Ltd.           400,800        1.91%

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

  10.   Yodkij Business Co.,Ltd.                 84,900         0.40%
  ----- ---------------------------------------- -------------- ------------

7.3 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.

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 fr 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.

During the year 2015, the directors were changed, 2 directors resigned
as follows:

1. Mr.Thapana Sirivadhanabhakdi; director and member of the compensation
and recruitment committee, resigned from being director since 11^(th)
August 2015.

2. Mr.Suvit Maesincee; independent director, audit director, member of
the compensation and recruitment committee and member of the risk
management committee, resigned from being director since 17^(th) August
2015.

As of 31 December 2015, 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. Siripol Yodmuangcharoen Director

4. Mr. Ananta Dalodom Independent Director

5. Mr. Prasert Maekwatana Director

6. Mr. Sithichai Chaikriangkrai 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. Mr. Panot Sirivadhanabhakdi Director

11. Ms. Nidda Theerawatanachai Director

12. Mr. Charnvit Subsanyakorn Director and Acting 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.

5. Internal control and risk management, complaint-receiving mechanisms
and execution in the event of a whistleblower.

6. Ensuring long-term business continuity, personnel development, and
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
orientation shall be in form of explanation documents, seminar, training
and visiting all facilities of company’s projects in order to provide
them to experience actual operation condition of the company.

In 2015, Non a new Director

The Board of Directors has policy to promote knowledge in several fields
to all company directors, 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 2015 the company attended in the course of the seminar as follows.

Mr. Prasit Kovilaikool Directors Forum 2/2015 “Building Better Board
through Effective Independent Director”

8.2 The Board of Executive Directors

As of 31 December 2015, 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 of Director

4. Mrs. Chaveevarn Chandanabhumma Executive of Director

5. Mr. Sithichai Chaikriangkrai Executive of Director

6. Mr. Panot Sirivadhanabhakdi Executive of Director

7. Ms. Nidda Theerawatanachai Executive of Director

8. Mr. Charnvit Subsanyakorn Executive of Director and Acting 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 31 December 2015, 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
(Being appointed to

  instead of Mr. Suvit Macsincee on 20^(th) August 2015)

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, as well as
to attend a non-management meeting with an auditor at least once a year;

5. 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;

6. 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

7. 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 31 December 2015, the Remuneration and Nominating Committee
comprises 2 members as follows :

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

  Committee

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

  Committee (Being appointed to instead of Mr. Thapana Sirivadhanabhakdi
  on 11^(th) August 2015)

The recruitment of the new member of the compensation and recruitment
committee was in process, instead of Mr. Suvit Macsincee, who resigned
from being the director on 17^(th) August 2015.

Authorities and Duties of the Remuneration and Nomination Committee

1.  Select appropriate directors to replace those who are due to retire
    or others.

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

3.  Establish criteria for remuneration.

4.  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.

8.5 Corporate Governance Committee

As of 31 December 2015,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 31 December 2015, 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. Charnvit Subsanyakorn Director of the Risk Management Committee

Remark: Mr. Suvit Macsincee member of the risk management committee,
resigned from being director since 17^(th) August 2015.

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 December 31, 2015, the Company’s current management team are as
follows:

1. Mr. Charnvit Subsanyakorn Director and Acting 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. Chaiwut Wongwisit Vice President Hr & Admin

6. Mr. Pattana Chuatong Vice President Raw Material

7. Mr. Chaniya Jantrakasemwat Vice President QA

8. Mr. Chatchawan Powtong Vice President Agriculture

9. Mr. Nopadol Thongprajiad Vice President Manufacturing

10. Mr. Aphisith Sujittosakul Vice President Logistics

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

12. Mr. Tanaporn Nuntawowart Vice President Finance & Accounting

13. Mrs. Womdee Kwan-on Vice President-Ware House

Management refers to the individuals holding the next 4 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 Manufacturing - Vice President Agriculture - Vice
President International - Vice President Finance

- Vice President QA - Vice President Raw Material Marketing & Sale &
Accounting

- Vice President-Ware House - Vice President Logistics - Vice President
Hr &

- Vice President Marketing & Admin

Business Development

Remarks: The audit committee considers and assesses the yearly
performance result of the Office of Internal Audit, so that the company
has the good business supervision, 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                       | Remuneration    | Remuneration |
|                                    | (Bah            | (Baht/       |
|                                    | t/person/month) | person/time) |
+------------------------------------+-----------------+--------------+
| 1. Monthly remuneration            | 150,000         | -            |
|                                    |                 |              |
| 1.  Chairman of the Board of       |                 |              |
|     Directors & Chairman of        |                 |              |
|     Executive Board of Directors   |                 |              |
+------------------------------------+-----------------+--------------+
| 2. Meeting allowance (monthly)     | 60,000          | -            |
|                                    |                 |              |
| 2.1 Chairman of the Audit          | 45,000          | -            |
| Committee and Chairman             |                 |              |
|                                    | 45,000          | -            |
| of the Remuneration and Nominating |                 |              |
| Committee                          | 40,000          | -            |
|                                    |                 |              |
| 2.2 Vice Chairman                  | 40,000          | -            |
|                                    |                 |              |
| 2.3 Vice Chairman of Executive     | 30,000          | -            |
| Board of Director                  |                 |              |
|                                    | 30,000          | -            |
| 2.4 Director of the Audit          |                 |              |
| Committee and Director of          |                 |              |
|                                    |                 |              |
| the Remuneration and Nominating    |                 |              |
| Committee                          |                 |              |
|                                    |                 |              |
| 2.5 Executive Board of Director    |                 |              |
| and Director of                    |                 |              |
|                                    |                 |              |
| the Remuneration and Nominating    |                 |              |
| Committee                          |                 |              |
|                                    |                 |              |
| 2.6 Director of the Audit          |                 |              |
| Committee                          |                 |              |
|                                    |                 |              |
| 2.7 Directors                      |                 |              |
+------------------------------------+-----------------+--------------+
| 3. Meeting allowance (time)        | -               | 10,000       |
|                                    |                 |              |
| 3.1 Chairman of the Corporate      | -               | 10,000       |
| Governance Committee               |                 |              |
|                                    | -               | 5,000        |
| 3.2 Chairman of the Risk           |                 |              |
| Management Committee               | -               | 5,000        |
|                                    |                 |              |
| 3.3 Director of the Corporate      |                 |              |
| Governance Committee               |                 |              |
|                                    |                 |              |
| 3.4 Director of the Risk           |                 |              |
| Management Committee               |                 |              |
+------------------------------------+-----------------+--------------+
| 4. Bonus for the year              | Contributions   |              |
+------------------------------------+-----------------+--------------+

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

The Company evaluates the performance of executives of 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.

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

1.  Monetary remuneration

    a.  Directors’ remuneration

  In 2015, 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. Thapana          Vice Chairman and  360,000      -           -          360,000
        Sirivadhanabhakdi*   Director of the                                        
                             Remuneration and                                       
                             Nominating                                             
                             Committee                                              

  3     Mr. Prasit           Chairman of the    740,000      -           -          740,000
        Kovilaikool          Audit Committee ,                                      
                             Chairman of the                                        
                             Remuneration ,                                         
                             Nominating                                             
                             Committee and                                          
                             Chairman of the                                        
                             Corporate                                              
                             Governance                                             
                             Committee                                              

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

  5     Mr. Ananta Dalodom   Independent        360,000      -           -          360,000
                             Director                                               

  6     Mr. Prasert          Vice Chairman of   540,000      -           -          540,000
        Maekwatana           Executive Director                                     

  7     Mr. Sithichai        Director ,         410,000      -           -          410,000
        Chaikriangkrai***    Executive of                                           
                             Director and                                           
                             Director of the                                        
                             Remuneration and                                       
                             Nominating                                             
                             Committee                                              

  8     Mr. Chai             Independent        380,000      -           -          380,000
        Jroongtanapibarn     Director ,                                             
                             Director of the                                        
                             Audit Committee                                        
                             and Director of                                        
                             the Risk                                               
                             Management                                             
                             Committee                                              

  9     Mr.Suvit Macsincee** Independent        325,000      -           -          325,000
                             Director and                                           
                             Director of the                                        
                             Audit Committee                                        
                             and Director of                                        
                             the Remuneration                                       
                             and Nominating                                         
                             Committee                                              

  10    Mrs. Chaveevarn      Director ,         370,000      -           -          370,000
        Chandanabhumma       Executive of                                           
                             Director and                                           
                             Director of the                                        
                             Corporate                                              
                             Governance                                             
                             Committee                                              

  11    Police General       Independent        370,000      -           -          370,000
        Krisna Polananta**** Director ,                                             
                             Director of the                                        
                             Audit Committee                                        
                             and Director of                                        
                             the Corporate                                          
                             Governance                                             
                             Committee                                              

  12    Mr. Panot            Director and       360,000      -           -          360,000
        Sirivadhanabhakdi    Executive of                                           
                             Director                                               

  13    Ms. Nidda            Director and       360,000      -           -          360,000
        Theerawatanachai     Executive of                                           
                             Director                                               

  14    Mr. Charnvit         Director ,         -            -           -          -
        Subsanyakorn         Executive of                                           
                             Director ,                                             
                             Director of the                                        
                             Risk Management                                        
                             Committee and                                          
                             Acting President                                       

        Total                -                  4,975,000    1,800,000   -          6,775,000
  ----- -------------------- ------------------ ------------ ----------- ---------- -------------

- Mr. Thapana Sirivadhanabhakdi*; director and member of the
compensation and recruitment committee, resigned from being director
since 11^(th) August 2015.

- Mr.Suvit Macsincee**; independent director, audit director, member of
the compensation and recruitment committee and member of the risk
management committee, resigned from being director since 17^(th) August
2015.

- Mr. Sithichai Chaikriangkrai***; has been appointed to assume the
position of the member of the compensation and recruitment committee on
11^(th) august 2015.

- Police General Krisna Polananta**** has been appointed to assume the
position of the audit director on 20^(th) August 2015.

(b) Management’s remuneration

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

Vice President and Vice President

  ----------------- ----------------- ----------------- -----------------
  Unit : THB        No. of Executives 2015              2014

  Total Salaries    13                24,925,439        22,511,424

  Total Bonuses     13                4,030,302         3,710,617

  Grand Total                         28,955,741        26,222,041
  ----------------- ----------------- ----------------- -----------------

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

(a) Other compensation of the Board of Directors

  - Non-

(b) Other compensation of management team, comprising the President ;
Executive Vice President; Senior Vice President. This amount does not
include remuneration of the Vice President Finance & Accounting.

  ----------------- ----------------- ----------------- -----------------
  Unit : THB        No. of Executives 2015              2014

  Contributions to  13                904,521           856,613
  the provident                                         
  fund                                                  

  Life insurance    13                23,993            21,062
  premiums                                              

  Total                               928,514           877,675
  ----------------- ----------------- ----------------- -----------------

-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 31 December 2015 were as follows:-

+---+---------------+-------------------+---------+---------+-------+
| N | Name          | Position          | O       |         |       |
| o |               |                   | rdinary |         |       |
| . |               |                   | Share   |         |       |
|   |               |                   | (Units) |         |       |
+---+---------------+-------------------+---------+---------+-------+
|   |               |                   | 31      | 31D     | + /   |
|   |               |                   | D       | ecember | (-)   |
|   |               |                   | ecember | 2014    |       |
|   |               |                   | 2015    |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr.Thien      | Chairman and      | -       | -       | -     |
|   | Mekanontchai  | Chairman of       |         |         |       |
|   |               | Executive         |         |         |       |
|   | Spouse and    | Director          |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Mr. Prasit    | Chairman of the   | -       | -       | -     |
|   | Kovilaikool   | Audit Committee , |         |         |       |
|   |               | Chairman of the   |         |         |       |
|   | Spouse and    | Remuneration ,    |         |         |       |
|   | Minor child   | Nominating        |         |         |       |
|   |               | Committee and     |         |         |       |
|   |               | Chairman of the   |         |         |       |
|   |               | Corporate         |         |         |       |
|   |               | Governance        |         |         |       |
|   |               | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 3 | Mr. Siripol   | Director ,        | -       | -       | -     |
|   | Yo            | Executive of      |         |         |       |
|   | dmuangcharoen | Director and      |         |         |       |
|   |               | Chairman of the   |         |         |       |
|   | Spouse and    | Risk Management   |         |         |       |
|   | Minor child   | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 4 | Mr. Ananta    | Independent       | -       | -       | -     |
|   | Dalodom       | Director          |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 5 | Mr. Prasert   | Vice Chairman of  | -       | -       | -     |
|   | Maekwatana    | Executive         |         |         |       |
|   |               | Director          |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 6 | Mr. Sithichai | Director ,        | -       | -       | -     |
|   | C             | Executive of      |         |         |       |
|   | haikriangkrai | Director and      |         |         |       |
|   |               | Director of the   |         |         |       |
|   | Spouse and    | Remuneration and  |         |         |       |
|   | Minor child   | Nominating        |         |         |       |
|   |               | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 7 | Mr. Chai      | Independent       | -       | -       | -     |
|   | Jro           | Director ,        |         |         |       |
|   | ongtanapibarn | Director of the   |         |         |       |
|   |               | Audit Committee   |         |         |       |
|   | Spouse and    | and Director of   |         |         |       |
|   | Minor child   | the Risk          |         |         |       |
|   |               | Management        |         |         |       |
|   |               | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 8 | Mrs.          | Director ,        | -       | -       | -     |
|   | Chaveevarn    | Executive of      |         |         |       |
|   | C             | Director and      |         |         |       |
|   | handanabhumma | Director of the   |         |         |       |
|   |               | Corporate         |         |         |       |
|   | Spouse and    | Governance        |         |         |       |
|   | Minor child   | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 9 | Police        | Independent       | -       | -       | -     |
|   | General       | Director ,        |         |         |       |
|   | Krisna        | Director of the   |         |         |       |
|   | Polananta     | Audit Committee   |         |         |       |
|   |               | and Director of   |         |         |       |
|   | Spouse and    | the Corporate     |         |         |       |
|   | Minor child   | Governance        |         |         |       |
|   |               | Committee         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr. Panot     | Director and      | -       | -       | -     |
| 0 | Siri          | Executive of      |         |         |       |
|   | vadhanabhakdi | Director          |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Ms. Nidda     | Director and      | -       | -       | -     |
| 1 | The           | Executive of      |         |         |       |
|   | erawatanachai | Director          |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr. Charnvit  | Director ,        | -       | -       | -     |
| 2 | Subsanyakorn  | Executive of      |         |         |       |
|   |               | Director ,        |         |         |       |
|   | Spouse and    | Director of the   |         |         |       |
|   | Minor child   | Risk Management   |         |         |       |
|   |               | Committee and     |         |         |       |
|   |               | Acting President  |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr. Kiartisak | Executive Vice    | -       | -       | -     |
| 3 | Lertsiriamon  | President –       |         |         |       |
|   | Spouse and    | Corporate         |         |         |       |
|   | Minor child   | Administration    |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Ms. Sutiporn  | Executive Vice    | -       | -       | -     |
| 4 | Rungsisirikul | President –       |         |         |       |
|   | Spouse and    | Operation         |         |         |       |
|   | Minor child   | effective         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr.Wiboon     | Senior Vice       | -       | -       | -     |
| 5 | Sukouichai    | President -       |         |         |       |
|   | Spouse and    | Finance &         |         |         |       |
|   | Minor child   | Administration    |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr.Chaiwut    | Vice President Hr |         |         |       |
| 6 | Wongwisit     | & Admin           |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr. Pattana   | Vice President    |         |         |       |
| 7 | Chuatong      | Raw Material      |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr. Chaniya   | Vice President QA |         |         |       |
| 8 | J             |                   |         |         |       |
|   | antrakasemwat |                   |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 1 | Mr.Chatchawan | Vice President    |         |         |       |
| 9 | Powtong       | Agriculture       |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Mr.Nopadol    | Vice President    |         |         |       |
| 0 | Thongprajiad  | Manufacturing     |         |         |       |
|   |               |                   |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Mr. Aphisith  | Vice President    |         |         |       |
| 1 | Sujittosakul  | Logistics         |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Mr. Pakpoom   | Vice President    |         |         |       |
| 2 | Termpongpisit | International     |         |         |       |
|   |               | Marketing & Sale  |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Mr.Tanaporn   | Vice President    |         |         |       |
| 3 | Nuntawowart   | Finance &         |         |         |       |
|   | Spouse and    | Accounting        |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
| 2 | Mrs. Wondee   | Vice              | -       | -       | -     |
| 4 | Kwan-on       | President-Ware    |         |         |       |
|   |               | House             |         |         |       |
|   | Spouse and    |                   |         |         |       |
|   | Minor child   |                   |         |         |       |
+---+---------------+-------------------+---------+---------+-------+
|   | Total         | -                 | -       | -       | -     |
+---+---------------+-------------------+---------+---------+-------+

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

Training Courses []

8.10 Personnel

  There were 1,820 employees as classified as monthly employees 414
  persons and daily

employees 707 persons, seasonal daily employees 699 persons, as
classified by major working lines as follows:-

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

  1       Head office          78             -              -

  2       Factory office       267            517            662
          (Chonburi)                                         

  3       Farm office                                        

          Agriculture          56             188            37

          Raw material         13             2              -
          procurement                                        
  ------- -------------------- -------------- -------------- --------------

Total compensation of the employees is classified as follows:-

- Salary / Wage 459.66 m. baht

- Bonus 31.08 m. baht

- Accumulated in Provident Fund 7.91 m. baht

Policies and practices relating to the safety and hygiene in the
workplace

Siam Food Products Public Co., Ltd. is committed and plans to be the
leader to manufacture the food with good quality, safety and
environmental protection by considering the environment, hygiene and
safety based on the international standard. All employees take
participation for the satisfaction of the customer and world community
by providing the following guidelines:

1.  Focus on problem prevention and improvement of continuous
    environmental management by reducing the resources use and add the
    recycling.

2.  Promote the good health, prevent the sickness and work disease as
    well as dangers from the risks of all activities of the employee and
    related parties with the risks in the intermediate level and higher
    as well as prevent any accident and incidents, which may cause the
    loss against the life, property and manufacturing process
    continuously.

3.  To develop the management system as well as the capabilities on the
    environment, hygiene and safety suitably and consistently with the
    legal provisions and other requirements based on the company’s
    agreement as well as the laws and requirements relating to the
    environmental problems of the activities or company’s products
    within the scope of the environmental management as being provided.

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

5.  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
    of the customer and seller.

6.  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.

7.  To give the resources support regarding the personnel, time and
    proper and sufficient training with the measurement and assessment
    as well as 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                   |    |      |       |       |
+-----------------------------------------+----+------+-------+-------+
|   ------------ -------------- ---       |    |      |       |       |
| ---------- --- -------------- --- ----- |    |      |       |       |
|                2015                     |    |      |       |       |
|   2014              2013                |    |      |       |       |
|                                         |    |      |       |       |
|   CASE         26                       |    |      |       |       |
|   14                21                  |    |      |       |       |
|                                         |    |      |       |       |
|   Day leave    601                      |    |      |       |       |
|   211               149                 |    |      |       |       |
|                                         |    |      |       |       |
|   Man hour     6,300,420.35             |    |      |       |       |
|   6,333,643.1       6,316,738.83        |    |      |       |       |
|                                         |    |      |       |       |
|   IFR ( Injury 4.13                     |    |      |       |       |
|   2.21              3.32                |    |      |       |       |
|   Frequency                             |    |      |       |       |
|                                         |    |      |       |       |
|   Rate )                                |    |      |       |       |
|                                         |    |      |       |       |
|                                         |    |      |       |       |
|   ISR ( Injury 95.39                    |    |      |       |       |
|   33.31             23.59               |    |      |       |       |
|   Severity                              |    |      |       |       |
|                                         |    |      |       |       |
|   Rate )                                |    |      |       |       |
|                                         |    |      |       |       |
|                                         |    |      |       |       |
|   Remarks:                              |    |      |       |       |
|                                         |    |      |       |       |
|   Injury                                |    |      |       |       |
|                                         |    |      |       |       |
|   Frequency                             |    |      |       |       |
|                                         |    |      |       |       |
|   Rate : IFR =                          |    |      |       |       |
|                                         |    |      |       |       |
|   Frequency                             |    |      |       |       |
|                                         |    |      |       |       |
|   rate of                               |    |      |       |       |
|                                         |    |      |       |       |
|   injury                                |    |      |       |       |
|                                         |    |      |       |       |
|                                         |    |      |       |       |
|   Injury                                |    |      |       |       |
|                                         |    |      |       |       |
|   Severity                              |    |      |       |       |
|                                         |    |      |       |       |
|   Rate : ISR =                          |    |      |       |       |
|                                         |    |      |       |       |
|   Severity                              |    |      |       |       |
|                                         |    |      |       |       |
|   rate of                               |    |      |       |       |
|                                         |    |      |       |       |
|   injury                                |    |      |       |       |
|                                         |    |      |       |       |
|   ------------ -------------- ---       |    |      |       |       |
| ---------- --- -------------- --- ----- |    |      |       |       |
+-----------------------------------------+----+------+-------+-------+

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. 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 2015 the company's employees have been
    trained on average 6.86 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.

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 comply
with the same of which in 2013, the Board of Directors had approved to
improve the good governance policy of the company comply with the
requirements of the post. In 2012 for Listed Companies To be consistent
with the criteria ASEAN Corporate Governance Scorecard (ASEAN CG
Scorecard) 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 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 the
important agendas 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 disclosed to
the meeting.

The minutes of the shareholders' meeting, which recorded the data
accurately and completely, has been sent to the Securities and Exchange
Commission and the Stock Exchange, and 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 the next working day on the
company's website.

In 2015, the company has held Ordinary Shareholders’ Meeting for 2015,
No. BorMorJor. 23, on 20 April 2015 as the company had assigned Thailand
Securities Depository Co., Ltd. who is the share registrar of the
company to deliver Invitation Letter to all shareholders 21 days before
the Meeting date. In this regard, name list of shareholders are
available in the section of follow with good corporate governance
principles, item No. 9.7 The Board of Directors’ Meeting.

  2) Equal treat to the shareholders

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 Scorecard in all agendas
and could examine it in case of conflicts at later time.

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 and observed.

The Board of Directors provides the policies that the directors and
executives have the duties to prepare and disclose the report of
securities holding in he own company, of the spouse and of the minor
children at least 1 day in advance before the trade by giving notice in
writing to the company president in order to report the securities trade
to the meeting of the Board of Directors on the next meeting.

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.

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 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.

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.

Trading partners : 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.

Competitors : The rules for fair competition are strictly observed and
involvement in disinformation which could potentially damage the
reputation of its competitors is actively discouraged.

Banks : The Company complies with the lending conditions specified in
its agreements and its obligations to business banks. The company
provides the framework on approval for the shareholding list, and the
guarantee must be subject to approval from the Managing Director. 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.

Society : 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. 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)

  - Policy of no human rights violation

  - Policy of no intellectual property or copyright violation

  - Policy of anti-corruption and no bribery for the business interests
  of the company

  - Policy of environment, hygiene and safety

- policy of energy conservation

Acceptance of the whistleblower or complaint: The company allows the
interested parties both internally and externally to act as the
whistleblower or complainant about the acts in contrary to the law and
ethical rules and as the violation against the corporate governance. The
company provided channel to accept and manage the complaints of the
interested parties through the audit committee of the company directly
at Siam Food Products Public Company Limited No. 1, 43^(rd) Floor,
Empire Tower, Sathon Tai Road, Yannawa Sub-District, Sathon District,
Bangkok Metropolis 10120 or at the email address:
Auditcommittee@siamfood.co.th as well as provided the opinions box
within the company. The company has the procedures of audit and
complaint investigation to ensure that the complaints shall be
considered carefully, correctly and fairly and reported to the committee
respectively by announcing the policy of whistleblower and measures of
protection of the whistleblower for the employees and to be observed
thoroughly as well as propagating the data into the company website:
www.siamfood.co.th

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.

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 and
regulation related to disclosure of date and transparency 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: exec.off@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.

The company disclosed duties of the minor Board of Directors in Form
56-1 and annual report.

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 fr 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.

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.

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 (2 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 and could be re-elected. The company could not determine the
agenda to assume the position or number of the companies, of which each
director assumes the position in other company. Because the company
believes that the business-related abilities and skills of the Board of
Directors do not depend on the number of agendas or number of the
companies assuming the position in other company because the company
believes that the business abilities and skills of the company directors
do not depend on the number of agendas or number of companies assuming
the position, but depend on the abilities 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,
follow-up, being in charge of management of the executive committee and
other sub-committee to achieve the purposes based on the provided plan.

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

3. 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.

-   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.

5.3) 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.

-   Business supervision policy of the company

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.

-   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.

The company prepared the ethical principles and practices of employees
and gave notice to its employees to be used as the guideline to be
observed. The Management is responsible to supervise all subordinates to
observe the requirements strictly.

-   Conflict of benefits

The Board of Directors focuses on the management about the conflict of
benefits and related particulars. The Board of Directors and the audit
committee have the duties to consider the suitability of the particulars
carefully by paying attention to the benefits of the company as well as
observe the criteria of the Stock Exchange of Thailand. The price and
conditions are compared as if the transaction were done with the third
parties. The involved parties should not be involved with the decision,
and the Board of Directors provides the supervision to comply with the
requirements about the work procedures and data disclosure of the
particulars with possible conflict of benefits correctly and completely
and discloses the detailed value of the particulars, contractual
parties, reasons and necessity in the annual report and Form 56-1.

The company prepares the following report to prevent the possible
conflict of benefits.

-   Report Form of involvement of the directors and executives

  As the Act of Securities and Stock Exchange (Vol. 4) B.E. 2551
  requires the directors and executives to report to the company about
  the involvement of themselves and of the related persons as the
  involvement relating to the business management of the company and
  affiliate company. Therefore, company prepares the report of
  involvement of the directors and executives based on the criteria
  required by law, so that the directors and executives report to the
  company at all times of change. The company secretary sends the copy
  of the minutes to the President of Board of Directors and chairman of
  the audit committee as the follow-up to require the directors and
  executives to perform the duties faithfully.

-   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 assessed the
adequacy and suitability of the internal control and the risk management
system based on the assessment form provided by the Office of 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.

-   Mechanism in charge of the affiliate company and joint venture

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.

5.4) 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 :

-Audit Committee

Established on 30 March 1999 which would assume the position 3 years per
rotation. The Audit Committee was consisted of chairman and at least 2
members of 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 2015, the Audit Committee had held 4 Meetings during the
year, and the Audit Committee joined the meeting with the External
Auditor without attendance of the Management another 1 time in the year
2015.

- The Remuneration and Nominating Committee

Established on 29 November 2002, to assume the position 3 years /
rotation who were appointed from at least 3 company directors consist of
2 independent directors and 1 director as the executive, with the scope
of duty as prescribed in the management structure.

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 2015, the Compensation and Recruiting Committee had held 1 Meeting.

-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
4 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 2015, the Risk Management Committee held 4 Meetings.

 -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 2015, the Corporate Governance Committee held 2 Meetings.

5.5) The Board Meeting

The dates 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. 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 receives the assessment for the quality of the
ordinary shareholders’ meeting full 100 points in the “excellent”
criteria in the quality assessment project of the ordinary shareholders’
meeting (Annual General Meeting – AGM) of the year 2015 as being held by
the Thai Investors Association.

5.6) Assessment of the work performance of the directors and Managing
Director

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
2015, the Board of Directors held the additional assessment of the
sub-committee.

Therefore, in the year 2015, 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 89.41percent as the good criteria.

-   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, take time for the consideration, review
    and compliance adequately. The assessment is summarized with the
    average points of 79.20 percent, which meet the criteria in the good
    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 90.45 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 88.24 percent as the excellent criteria.

    7.  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 2015 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.

8.  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.

-   Succession Plan

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.

9.2 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).

9.3 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.

9.4 Control of the operation of the affiliates or joint ventures

The Company controls the operation of its affiliates and joint ventures
by authorizing the company’s directors and executives to attend as
directors to determine the policies and manage the affiliates and joint
ventures as follows:

Quality Pineapple Products Co., Ltd. “Subsidiary”

1. Mr. Thien Mekanontchai Chairman

2. Mr. Prasert Maekwatana Director

3. Mr. Sithichai Chaikriangkrai Director

4. Mr. Charnvit Subsanyakorn Director

5. Mr. Kiartisak Lertsiriamorn Director and The company secretary

6. Mr. Vira Sirimunja Director and President

Siamfood (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. “Affiliate”

1. Mr. Thien Mekanontchai Chairman

2. Mr. Sithichai Chaikriangkrai Director

3. Mr. Panot Sirivadhanabhakdi Director

9.5 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.

9.6 Auditor’s fee

- In 2015, the audit fee was Baht 1,196,000 and service fee for
observation to destroy the obsolete goods amount of Baht 10,000. The
total sum of the fee was Baht 1,206,000.

9.7 Compliance with good corporate governance principles in other
matters.

The Board Meeting

The dates 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 7 meetings. Details on the attendance of the directors can be found
as follows :

  --------------------- ----------- ----------- ----------- -------------- ------------ ------------ --------------
  Name                  Meeting                                                                      

                        Board of    The Audit   Executive   The            Corporate    Risk         2014 Annual
                        Directors   Committee   Directors   Remuneration   Governance   Management   Ordinary
                                                            and Nominating Committee    Committee    Shareholders

  1. Mr. Thien          8/8         -           12/13       -              -            -            1/1
  Mekanontchai                                                                                       

  2. Mr. Thapana*       2/3         -           -           1/1            -            -            1/1
  Sirivadhanabhakdi                                                                                  

  3. Mr. Prasit         8/8         4/4         -           1/1            2/2          -            1/1
  Kovilaikool                                                                                        

  4. Mr. Siripol        7/8         -           12/13       -              -            4/4          1/1
  Yodmuangcharoen                                                                                    

  5. Mr. Ananta Dalodom 5/8         -           -           -              -            -            1/1

  6. Mr. Prasert        6/8         -           10/13       -              -            -            1/1
  Maekwatana                                                                                         

  7. Mr. Sithichai      6/8         -           12/13       -              -            -            1/1
  Chaikriangkrai***                                                                                  

  8. Mr. Chai           7/8         4/4         -           -              -            4/4          1/1
  Jroongtanapibarn                                                                                   

  9. Mr.Suvit           8/8         3/3         -           1/1            -            1/3          1/1
  Macsincee**                                                                                        

  10. Mrs. Chaveevarn   7/8         -           12/13       -              2/2          -            1/1
  Handanabhumma                                                                                      

  11.Police General     8/8         1/1         -           -              2/2          -            1/1
  KrisnaPolananta****                                                                                

  12.Mr. Panot          7/8         -           9/13        -              -            -            1/1
  Sirivadhanabhakdi                                                                                  

  13.Ms. Nidda          8/8         -           11/13       -              -            -            1/1
  Theerawatanacha                                                                                    

  14. Mr. Charnvit      8/8         -           13/13       -              -            4/4          1/1
  Subsanyakorn                                                                                       
  --------------------- ----------- ----------- ----------- -------------- ------------ ------------ --------------

- Mr. Thapana Sirivadhanabhakdi*; director and member of the
compensation and recruitment committee, resigned from being director
since 11^(th) August 2015.

- Mr.Suvit Macsincee**; independent director, audit director, member of
the compensation and recruitment committee and member of the risk
management committee, resigned from being director since 17^(th) August
2015.

- Mr. Sithichai Chaikriangkrai***; has been appointed to assume the
position of the member of the compensation and recruitment committee on
11^(th) august 2015.

- Police General Krisna Polananta**** has been appointed to assume the
position of the audit director on 20^(th) August 2015.

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 2015, the Committee had held 1 Meetings.

10. Social responsibility of the enterprise

Siam Food Products Public Company Limited operated on CSR continuously
from the year 2011. Its work in the year 2015 could be summarized as
follows:

1) Fair operation

The Company has the commitment with the social responsibility, which is
expressed in writing in the visions, obligations, common value, policy,
quality and safety of the food, environmental, hygienic and safety
policy, policy of Thai labor standard and social responsibility.

The company takes consideration of the fairness on business, which is
consistent with the law and rules of trade and fair competition.

In each year, the company analyzed and indicated the interested parties
to consider the guidelines to prevent the affected individual. In the
year 2015, the most affected individuals in the first 3 ranks are the
employee, community and supplier of raw materials.

2) Anti-corruption

The company has the anti-corruption policy, which has been announced on
12^(th) February 2014 by providing communication throughout the
organization to be observed by all employees as well as prepared the
instructions, communication and applied the ethical principles and Code
of Conduct.

[][]

  [][]

  [][]

The company encouraged its customer, employees, trading partners and
suppliers to report the compliance with the anti-corruption guidelines
as well as provided the knowledge and awareness on training about the
fraud prevention and bribery prevention for the employees, contractors
and suppliers. In addition, the company indicated the corruption risk
from the company activities or relating activities of the company
regularly every year to ensure that the provided rules could prevent the
fraud.

3) Respect to the humanitarian rights

The company performs work and gives respect to the humanitarian rights
by appointing a neutral committee to solve problems from the complaint
about the fairness of employees and all interested parties of the
organization by providing channels to accept complaints inside the
organization through the box of opinions and complaints and channel to
accept complaints outside the organization through website, E-mail etc.

The company has the policy of business ethics regarding the
non-discrimination for its employees, trading partners, customer and
interested parties. The company observes Thai Labor Standard
(MorRorThor. 8001) and Act of Labor Protection B.E. 2541.

4) Labor practices

The company provides employment lawfully and does not avoid the duties
of the employer, which cover the employment of the contractor and
sub-contractor.

The company provides welfares to the employees equivalently for all
races. The employees of all levels shall be trained the skills
improvement, apprenticeship and opportunity for work success
equivalently.

  [][]

  [] n []

The company discusses with the employees to know the problems and
guideline for better life of employees. In the year 2015, the project of
professional support for employees has been held continuously from the
year 2014 i.e.

-   Manufacturing the multi-purpose solution, fabric softener, shampoo
    etc.

[] [] []

-   Manufacturing the doormat

[] [] []

The existing project being held in the previous year has been done
continuously i.e. “Project of plantation for own consumption” done
continuously from the year 2013 to reduce the costs for employees and
support living based on the royal thought of King Bhumibol  regarding
the “sufficient economy”. In the year 2015, the company added the water
supply project for vegetable free of charge.

  [][]

  [][]

The company focuses on the professional hygiene and safety, applies and
has been accredited for Thai Labor Standard (MorRorThor. 8001) and
professional hygiene and work safety standard (OHSAS 18001) through the
following actions:

-   Annual health checkup for employees

[] []

-   Providing the personal prevention equipment (PPE) for employees
    under risky condition

[][][]

-   Holding the activity of safety week every year to enhance knowledge
    and awareness regarding:

-   Safety for employees.

[] []

[] []

  5. Responsibility towards consumer

The company takes action on marketing fairly, gives data relating to the
product by using complete, correct and simple language based on the
provided rules, which cover:

-   Important physical condition of products and service

-   Company address, telephone number and e-mail address upon domestic
    or international sale as well as sale by internet

The company provides the channel of communication with consumer
obviously regarding the after-sale service and supports as well as
solution of disputes and mechanism of compensation.

  []

6)  Environment protection

The company applies the environmental management system (ISO 14000),
which focuses on the reduction of environmental impacts due to the
company activities by using resources sustainably in all activities,
products and services of the company being assessed from the examination
and recording for the significant resources i.e.

-   Saving the electric energy

In the year 2015, the work improvement of the cooling fan and water pump
has been extended to open – close based on the compressor. In this year,
the work is done at the Cooling Room 2-3, which could save the electric
energy approximately 41,040 Kwh/year.

[][]

From saving the electric energy, it could reduce the release of
greenhouse gas approximately 23,023 Kg CO₂e.

-   Saving the steam energy

In the year 2015, the steam being released at the deaerator was reused
to heat the soft water and could save the fuel approximately 121,087
kg/year. From saving the steam energy, it could reduce the release of
greenhouse gas approximately 303,565 Kg CO₂e, which is higher than the
year 2014 for 3 times. The total quantity of greenhouse gas being
reduced from saving the electric and steam energy is 326,588 Kg CO₂e,
which is higher than the year 2014 for 3 times.

[] [] []

-   Saving water

Refill the treated wastewater into the Settling pool of the boiler. It
could save the water fee 353 cubic meter/month x 8 Baht/cubic meter =
2,824 Baht/month or = 2,824 x 10 months/year or 28,240 baht/year.

[] [] []

The treated wastewater could be used to pour the vegetable farm as the
employee’s welfare. It could reduce the water fee for 12.6 cubic
meter/month x 8 Baht/cubic meter, calculated as 100 Baht/month or 1,200
Baht/year.

[] []

[] []

In addition, to reduce the pollution from wastes from production, the
company processed the peel and leftover of pineapple to be the animals
feed for domestic and international sale, causing the additional value.

[] [] []

The company participated into the protection and restoration of the
natural habitat of animal i.e.

-   Forestation on the National Mother’s Day

[] []

-   Release of sea turtles jointly with the Sattahip Naval Base, Chon
    Buri Province

[] []

*Donation of animal feed and take students to visit Khao Kheow Open Zoo,
Chon Buri Province [] []

The company focuses on the environment by mean of plantation to increase
the green area within the company from the present green area of 500
Rai. The activity of golden teak plantation shall be done on the
anniversary date of incorporation every year. It could absorb carbon
dioxide gas 863,000 Kg CO₂e.

[][]

[][]

7) Participation into the community or society development

The company has good relationship with the community in the nearby area
by supporting and developing the community to strengthen the community,
cause the democratic value and exchange the work experiences.

The company discusses with the community every year to cause the
community development plan, which has been followed up and assessed
since the year 2011 – 2015. In the year 2015, the project for
improvement of science classroom of Ban Tan Dam School was planned to
encourage the students to have perfect classroom.

-   Project for improvement of science classroom of Ban Tan Dam School

[] []

[] []

  And other projects, which are done together with the community
  continuously as follows:

-   Project of fertilizer of Siam food for children of Ban Tan Dam
    School

[][]

[][]

-   Project of personnel improvement for maintenance of water filter of
    Ban Tan Dam School

[][]

[] []

- Educational support, support of cultural activities, customs and
traditions of the community and society i.e.

-   Awarding the scholarship and giving pineapple juice on the
    Children’s Day for many schools.

[][][]

[][] []

-   Joining the Buddhist Lent Ceremony with the communities around the
    factory i.e. Ban Noen Mok Community and Ban Tan Dam Community.

[] [] []

-   Joining the event Bike for Dad together with Noen Mok Community on
    the National Father’s Day, National Mother’s Day.

  [][]

  [][]

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 Section under the direct supervision of the audit
committee summarized the audit results for the audit committee
quarterly. During the past year 2015, the Internal Audit Section
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 Affairs

Mrs.Duangduen Kanjanopas, Acting Manager of the Internal Audit

The audit committee expressed the opinions that Mrs. Duangduen
Kanjanopas has the educational qualification, and experiences and is
qualified to assume the position of the Chief of the Internal Audit
Affairs and could perform the duties efficiently. The appointment,
removal and transfer of the chief of the audit affairs must be granted
approval from the audit committee. The record data of the Chief of the
Internal Audit Affairs is shown in the data schedule of the directors
and executives, Clause 9: Management Structure.

12. Connected Transaction

 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 associate and subsidiary are described in notes 11
  and 12. Relationships with key management and other related parties
  were as follows:

+-------------------------------+-----------+-------------------------+
|                               | Country   |                         |
|                               | of        |                         |
+===============================+===========+=========================+
|                               | incor     |                         |
|                               | poration/ |                         |
+-------------------------------+-----------+-------------------------+
| Name of entities              | na        | Nature of relationships |
|                               | tionality |                         |
+-------------------------------+-----------+-------------------------+
|                               |           |                         |
+-------------------------------+-----------+-------------------------+
|                               |           |                         |
+-------------------------------+-----------+-------------------------+
| Plantheon Co., Ltd.           | Thailand  | Major shareholder,      |
|                               |           | 70.85% shareholding and |
|                               |           | common directors        |
+-------------------------------+-----------+-------------------------+
| Thai Agro Products Co., Ltd.  | Thailand  | Subsidiary of major     |
|                               |           | shareholder             |
+-------------------------------+-----------+-------------------------+
| Chonburi Sugar Industry Co.,  | Thailand  | Subsidiary of major     |
| Ltd.                          |           | shareholder             |
+-------------------------------+-----------+-------------------------+
| Thai Commercial Investment    | Thailand  | Director’s relative is  |
| Freehold and Leasehold Fund   |           | indirectly principal    |
|                               | Thailand  | unit holder             |
| Evergreen Land Property and   |           |                         |
| Loan Fund                     |           | Common directors        |
+-------------------------------+-----------+-------------------------+
| Lake View Golf and Yacht Club | Thailand  | Common directors        |
| Co.Ltd.                       |           |                         |
+-------------------------------+-----------+-------------------------+
| Concept Land 2 Co., Ltd.      | Thailand  | Director’s relative is  |
|                               |           | indirectly principal    |
|                               |           | shareholder             |
+-------------------------------+-----------+-------------------------+
| Golden Wealth Co., Ltd.       | Thailand  | Common directors        |
+-------------------------------+-----------+-------------------------+
|                               |           |                         |
+-------------------------------+-----------+-------------------------+
| T.C.C. Technology Co., Ltd.   | Thailand  | Common directors        |
+-------------------------------+-----------+-------------------------+
| Deesermkit Co.,Ltd.           | Thailand  | Common directors        |
+-------------------------------+-----------+-------------------------+
| Terragro Fertilizer Co., Ltd. | Thailand  | Common directors        |
+-------------------------------+-----------+-------------------------+
| Thip Sugar Sukhothai Co.,     | Thailand  | Common directors        |
| Ltd.                          |           |                         |
+-------------------------------+-----------+-------------------------+
| Bangna Glass Co., Ltd.        | Thailand  | Common group of major   |
+-------------------------------+-----------+-------------------------+
|                               |           | shareholder             |
+-------------------------------+-----------+-------------------------+
| Berli Jucker Logistics Ltd.   | Thailand  | Common directors        |
+-------------------------------+-----------+-------------------------+
| Pornpattanasin Co., Ltd.      | Thailand  | Common directors        |
+-------------------------------+-----------+-------------------------+
| United Winery and Distillery  | Thailand  | Common directors        |
| Co., Ltd.                     |           |                         |
+-------------------------------+-----------+-------------------------+
| Variety Asset 3 Co., Ltd.     | Thailand  | Common group of major   |
+-------------------------------+-----------+-------------------------+
|                               |           | shareholder             |
+-------------------------------+-----------+-------------------------+
| Southeast Capital Co., Ltd.   | Thailand  | Common directors        |
+-------------------------------+-----------+-------------------------+
| Southeast Insurance Public    | Thailand  | Common directors        |
| Co., Ltd.                     |           |                         |
+-------------------------------+-----------+-------------------------+
| Bang Pa-In Paper Mill         | Thailand  | Common directors        |
| Industry Co. Ltd.             |           |                         |
+-------------------------------+-----------+-------------------------+
| Indara Insurance Public Co.,  | Thailand  | Common group of major   |
| Ltd.                          |           |                         |
+-------------------------------+-----------+-------------------------+
|                               |           | shareholder             |
+-------------------------------+-----------+-------------------------+
| Thai Alchohol Public Co.,     | Thailand  | Common directors        |
| Ltd.                          |           |                         |
+-------------------------------+-----------+-------------------------+
| Regent Gold Property Fund     | Thailand  | Director’s relative is  |
|                               |           | indirectly principal    |
|                               |           | unit holder             |
+-------------------------------+-----------+-------------------------+
| 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.           |
+-------------------------------+-----------+-------------------------+

  The pricing policies for particular types of transactions are
  explained further below:

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

  Land rental income               Contractually agreed price

  Packing service income           Mutually agreed prices

  Sale of property, plant and      Mutually agreed prices
  equipment                        

  Dividend income                  In accordance with the resolution of
                                   shareholders’ meeting

  Interest income                  Interest rate 2.00-2.50% per annum /
                                   MLR - 0.5%

  Other income                     Mutually agreed prices

  Purchase of raw materials        Market price

  Purchase of goods                Mutually agreed prices

  Purchase of property, plant      
  and                              

  equipment                        Mutually agreed prices

  Operating lease expense          Contractually agreed price

  Distribution expense             Contractually agreed price

  Director remuneration            In accordance with the resolution of
                                   shareholders’ meeting

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

  Significant agreements with related parties

  Land rental agreement

  On 1 September 2013, the Company entered into a land rental agreement
  with Pornpattanasin Co., Ltd. The lease term of the said agreement was
  3 years commencing from 1 September 2013 to 31 August 2016, with an
  annual fee of Baht 790,000.

  Land lease agreements

  On 1 January 2013, the Company entered into a land lease agreement
  with Concept Land 2 Co., Ltd. The term of the said agreement was 3
  years commencing from 1 March 2013 to 29 February 2016 with monthly
  rental fee of Baht 539,750.

  On 1 January 2014, the Company entered into a land lease agreement
  with Evergreen Land Property and Loan Fund. The term of the said
  agreement was 3 years commencing from 1 January 2014 to
  31 December 2016 with monthly rental fee of Baht 150,833.

  On 10 November 2015, Quality Pineapple Company Limited which is the
  Company’s subsidiary entered into a land lease agreement with
  Deesermkit Co., Ltd. The term of the said agreement was 3 years
  commencing from 10 November 2015 to 9 November 2018 with quarterly
  rental fee of Baht 321,500.

  Building lease and service agreements

  On 26 December 2014, the Company entered into a building lease and
  service agreements with
  Thai Commercial Investment Freehold and Leasehold. The lease term of
  the said agreements was
  3 years commencing from 26 December 2014 to 25 December 2017 with
  monthly rental and service fees totaling Baht 435,058.

  Telephone manage hosting service agreements and computer equipment
  agreements

  The Group entered into telephone manage hosting service agreements and
  computer equipment agreements with T.C.C. Technology Co., Ltd. The
  terms of the said agreements were 1 year, 1.5 years, 3 years and
  5 years and the agreements expire in 2015, 2017 and 2018,
  respectively, with monthly service fee as stipulated in the
  agreements.

  Car rental agreements

  The Group entered into car rental agreements with Southeast Capital
  Co., Ltd. The term of the said agreements was 5 years and the
  agreements expire in 2015, 2017, 2018 and 2019 with monthly rental fee
  totaling Baht 206,410.

  Area lease for server computer agreement

  On 1 May 2015, the Group entered into area lease for server computer
  agreement with T.C.C. Technology Co., Ltd. with service rate as
  stipulated in the agreement. The term of the said agreement was 1 year
  commencing from 1 May 2015 to 30 April 2016.

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.