8. Management

Organization of the Company

As at 31 March 2012, the Company’s management structure consists of the
Board of Directors and Committees, which are the Audit Committee,
Executive Committee, Corporate Governance and Nomination Committee,
Remuneration Committee and Management.

[]

Remark: The Corporate Occupational Safety, Health and Environment
Department will directly report to President and CEO (Solid line) and
indirectly report to Chief Operating Officer (Dotted line)

The Structure of the Board of Directors

The Company’s Article of Association specifies that The Board of
Directors consists of not less than five and not more than 14 Directors.
Currently, there are eight Directors with three Independent Directors,
one-third of the directors. The Company’s Directors are people with
various academic backgrounds like business administration, marketing,
production, finance and accounting and vast experiences beneficial to
Company’s business.

The Board of Directors

Names and Positions of Executives or Controlling Persons as at 31 March
2012

Name Positions

  --------------------------------- -------------------------------------
  1. Mr. Hemant Madhusudan Nerurkar Chairman

  2. Mr. Kriang Kiatfuengfoo        Independent Director

  3. Mr. Maris Samaram              Independent Director

  4. Asst. Prof. Rawewan            Independent Director
  Peyayopanakul                     

  5. Mr. Koushik Chatterjee         Director

  6. Mr. Taratorn Premsoontorn      Director

  7. Mr. Peter John Hogg            Director

  8. Mr. Peeyush Gupta              President and CEO
  --------------------------------- -------------------------------------

Authorized Directors and binding signatory procedures

Mr. Koushik Chatterjee, Chairman of the Executive Committee and Mr.
Peeyush Gupta, the President jointly sign to bind the Company with the
Company’s seal affixed, or Mr. Koushik Chatterjee, Chairman of the
Executive Committee or Mr. Peeyush Gupta, the President jointly sign
with either Mr. Hemant Madhusudan Nerurkar or Mr. Taratorn Premsoontorn
together with the Company’s seal affixed.

  Scope of authority

  The Board of Directors has the duty and authority to manage the
  Company in compliant with the objectives, Articles of Association and
  resolutions of the shareholder’s meeting. However, the Board may not
  approve or decide on the following issues unless acknowledged by the
  majority of the attending Directors in the meeting of the Company
  and/or Subsidiaries.

1.  Any loans exceeding Baht 50 millions and not in the Group’s annual
    budget.

2.  Granting loans, collaterals, indemnifications, guarantees, letters
    of support or commitments to any persons and not in the Group’s
    annual budget unless allowed in the contracts of the financial
    restructuring agreement or business rehabilitation plan of NTS.

3.  Any investments exceeding Baht 50 millions and not in the Group’s
    annual budget.

4.  Sales, transfers, rent out or permissions related to any properties
    or assets with the book value exceeding Baht 50 millions and not in
    the group’s annual budget.

5.  Approvals or amendments of the Group’s annual budget.

6.  Any transactions with connected parties not regarding as normal
    business operation.

7.  Changing of the accounting policy, approval of the annual
    consolidated financial statements, annual individual financial
    statements and quarterly group financial statements.

8.  Changes related to the Group’s business operation or termination of
    any business operation.

The Board of Directors may appoint any persons to manage the Company’s
operation under supervision of the Board of Directors or may authorize
such persons with the authorities the Board of Directors deem
appropriate for a certain period of time. The Board of Directors may
revoke, alter or amend such authorization. The Board of Directors may
delegate to the Executive Committee (Executive Directors) or the
President the authority to perform various functions. Approvals of any
business operation must comply with the authority limit specified by the
Board of Directors. Such delegation of authority shall not be in a way
to allow the Executive Committee (Executive Directors) or the President
to be able to approve transactions that they or other persons may
dispute, have interest in or have conflict of interest with the Company
and its subsidiaries, in accordance with the Company’s Articles of
Association and SEC’s announcement. Exclusion is made to approval of
transactions in compliant with the Board of Directors’ pre-approved
policies and criteria in the normal course of business operation such as
procurement of raw materials and connected transactions with related
companies.

  The Audit Committee

  Name Positions

  1. Mr. Kriang Kiatfuengfoo Chairman of Audit Committee

  2. Mr. Maris Samaram Member of Audit Committee

  3. Asst. Prof. Rawewan Peyayopanakul Member of Audit Committee

  Scope of authority

  (Amended and added the scope of authority as per resolution of the
  Board of Directors’ meeting No. 3/(2/2008-2009) on July 21, 2008)

1.  Supervise and review to ensure that the Company has a financial
    reporting system that complies with the accounting standard as
    specified by the laws with transparency, accuracy and adequacy.

2.  Encouraging the development of a financial reporting system to meet
    with international accounting standards.

3.  Review the Company’s internal control and internal audit system for
    appropriateness and effectiveness.

4.  Review the Company’s risk management system.

5.  Review the Company’s compliancy with laws on securities and
    securities exchange and other laws and regulations related to
    Company’s business.

6.  Review internal control system, plans and audit procedures including
    auditing evaluation of the Company’s various operations, in
    accordance with generally accepted principles and standards.

7.  Disclosure of the Company’s information in case of connected
    transaction or transaction that may induce conflict of interest for
    accuracy and completeness in compliant with the Securities
    Exchange’s regulations. This is to ensure that those transactions
    are reasonable and to the best interest of the Company.

8.  Review and provide recommendations on Internal Audit Office’s
    performance and coordinate with the auditors.

9.  Prepare report on business supervision of the Audit Committee and
    published in the Company’s annual report. Such report must be signed
    off by Chairman of the Audit Committee and must contain at least the
    following information

    -   Opinion on accuracy, completeness and credibility of the
        Company’s financial reports.

    -   Opinion on adequacy of the Company’s internal control system.

    -   Opinion on compliancy with the Securities and Exchange laws,
        Securities exchange regulations and other laws related to
        Company’s business.

    -   Opinion on appropriateness of the auditor.

    -   Opinion on transactions that may induce conflict of interest.

    -   Number of the Audit Committee meetings and attendances of each
        Committee member.

    -   Opinion or overall remark perceived by the Audit Committee upon
        carrying out their duty according to the Charter.

    -   Other transactions that should be noted by shareholders and
        general investors, under the scope of duties and
        responsibilities delegated to by the Board of Directors.

10. Consider, select, nominate and propose remuneration for Company’s
    auditor. Attend meeting with the auditor, in the absence of the
    Management, at least once a year.

11. Appoint, revoke, transfer or terminate the Director of the Internal
    Audit Office (if any) or employ or change the employment of other
    Internal Audit Offices.

12. Consider budget and manpower of the Internal Audit Office (if any)
    or employment budget of other Internal Audit Offices.

13. Other functions as specified by laws or as delegated to by the Board
    of Directors.

  The Executive Committee (Executive Directors)

  Name Positions

  1. Mr. Koushik Chatterjee Chairman of Executive Committee

  2. Mr. Peter John Hogg Member of Executive Committee

  3. Mr. Peeyush Gupta President and CEO

  Scope of authority

1. Define policies, strategies, management structure and authority to
correspond with and support the economic situation for approval by the
Board of Directors.

2. Consider and comment on the business plan and annual budget
allocation proposed by the management to the Board of Directors for
approval.

3. Supervise, oversee and monitor on the Company’s operation to ensure
its efficiency and appropriateness with the business situation for the
benefit of the Company’s operation to accomplish the objectives
according to the policies and business plan prescribed by the Board of
Directors.

4. Other functions as occasionally designated by the Board of Directors.

The Executive Committee (Executive Directors) may authorize any
Executives with the authority to perform a specific function or
functions deemed appropriate by the Executive Committee (Executive
Directors).

  The Corporate Governance and Nomination Committee

  Name Positions

1. Mr. Koushik Chatterjee Chairman of Corporate Governance and
Nomination Committee

2. Mr. Maris Samaram Member of Corporate Governance and Nomination
Committee

3. Asst. Prof. Rawewan Peyayopanakul Member of Corporate Governance and
Nomination Committee

Scope of authority

1. Define and review corporate governance guidelines of the Company and
its subsidiaries for approval by the Board of Directors.

2. Supervise and oversee the functioning of the Board of Directors and
Management to be in compliant with the prescribed corporate governance
guidelines.

3. Define procedures, criteria and select an appropriate applicant for
nomination as a Director in replacement of the retiring Director or in
other cases. The incoming Director must be approved by the Board of
Directors and the resolution of shareholders’ meeting.

4. Recruit an appropriate applicant for nomination as the President and
propose to the Board of Directors for approval.

5. Facilitate overall performance evaluation of the entire Board of
Directors and propose the evaluation results to the Board of Directors
for future enhancement of the supervisory function.

6. Other functions as designated by the Board of Directors.

  The Remuneration Committee

  Name Positions

1. Mr. Koushik Chatterjee Chairman of Remuneration Committee

2. Asst. Prof. Rawewan Peyayopanakul Member of Remuneration Committee

3. Mr. Taratorn Premsoontorn Member of Remuneration Committee

Scope of authority

1. Define remuneration for the Board of Directors and other board
appointed Committees and propose to the Board of Directors and
shareholders’ meeting for approval.

2. Define remuneration for the President and Executives of the Company
and its subsidiaries and propose to the Board of Directors for approval.

3. Define guidelines, procedures and determination of such remuneration
to correspond with the Company’s operating result with regard to the
various factors and other companies in the industry.

4.  Determine budget for salary increases, bonuses and compensation for
    employees of the Company and its subsidiaries and propose to the
    Board of Directors.

5.  Other functions as designated by the Board of Directors.

  The Management

  Name Positions

  1. Mr. Peeyush Gupta President and CEO

  2. Mr. Thana Ruangsilasingha Chief Operating Officer

  3. Mr. Amit Ghosh Chief Financial Officer

  4. Mr. Sunil Seth Vice President - Marketing & Sales

  5. Mr. Sirorote Matemanosak Vice President - Human Resources &
  Corporate Affairs

  6. Mr. Biswajit Ghosh Vice President - Quality Assurance and Product
  Development

  7. Mr. Jacob Gerkema Vice President - Procurement

  8. Mr. Paitoon Chuesook Vice President - Saraburi Plant

  9. Mr. Wanlert Kanwiwat Vice President - Rayong Plant

  10. Mr. Arun Kumar Chowdhary Vice President - Chonburi Plant

  Scope of authority

1.  Supervise, oversee and manage the normal business operation for the
    benefit of the Company with regards to the objectives, Articles of
    Association along with the regulations, resolutions, policies, plans
    and allocated and approved budget by the Board of Directors within
    related legal framework and scope of authority prescribed by the
    Board of Directors.

2.  Prepare annual business plan and budget in accordance with the Board
    of Directors’ policies and present to the Executive Committee
    (Executive Directors) and the Board of Directors.

3.  Scrutinize information and facts on issues related to business
    operation before presenting to the Executive Committee (Executive
    Directors) and the Board of Directors.

4.  Has the authority to approve normal business transactions such as
    raw materials procurement, operating expenses, sales and
    administrative expenses and investment expenses within the authority
    limits defined by the Board of Directors.

5.  Other functions as occasionally designated by the Board of
    Directors.

Corporate Governance

The Company is determined to continuously encourage and support
principle of good corporate governance along with its business operation
because it realizes that good corporate governance would leverage
management system towards efficiency, transparency and accountability.
This would affect the confidence of the shareholders, investors,
stakeholders and all relevant parties which lead to a sustainable growth
and increase value for the shareholders in the long run. Apart from
conducting business with high standard of organization and personal
behavior according to “Tata Code of Conduct : TCOC”, the company has
followed the five categories of the principles of good corporate
governance for listed companies issued by SET. This has been documented
in the Company’s “Good Corporate Governance Policy” since 2005. The
principles were adapted for appropriate use in relation to Company’s
circumstances and have been reviewed and improved to make it up-to-date
and correspond to the ever changing situation. The Company has been
always rated as “very god” in the Corporate Governance evaluation.

For 2011-2012, the company has implemented the principles of good
corporate governance for listed companies as follows :

Category I : Shareholders’ Rights

The Company respects and realizes the importance of shareholders’ right
to attend shareholders’ meeting to consider and decide on important
matters such as election of Directors and setting remuneration, profit
allocation and dividend payment, appointment of auditor and setting
fees, amendment of the Memorandum of Association and Articles of
Association, increasing/decreasing of the registered capital and
approval of significant transactions affecting Company’s business
operation.

In addition, the Company will not violate or deprive the rights of
shareholders as owners of the investment which finances Company’s
operation. The Company has encouraged shareholders to fully exercise
their rights in preserving the Company’s interest and to understand
their basic rights such as purchase/sales or transfer of shares,
profit/dividend participation, equal access share buy back, receiving of
information or report, any other rights according to the law.

Apart from encouraging exercising those basic rights, the Company has
made it convenient for shareholders to attend shareholders’ meeting by
implementing mechanism for good meeting arrangement. The Company would
provide information about the date, time, venue, meeting agenda,
attending procedures, voting procedures and information on matters to be
decided well in advance and would not in any way limit the opportunity
to receive information or attend the meeting.

The Company also assigns the Corporate Secretary Office to treat and
facilitate shareholders’ rights exercise. Shareholders can contact the
Corporate Secretary Office via telephone at 66(2)-937-1000 ext.
2430-2432

The Company arranges shareholders’ meeting called Annual General Meeting
within four months after the end of Company’s financial year (within
July every year).

The annual general meeting for 2011 was held on July 20, 2011 at 10.00
AM at the Dusit Thani Hotel, Bangkok. The Company used the Record Date
method where shareholding at May 31, 2011 would be eligible for
attending the meeting and compile a list according to Section 225 of the
Securities and Securities Exchange Act and close the book for transfer
suspension on June 1, 2011.

The Company assigned the Thailand Securities Depository Co., Ltd.
(“TSD”), the Company’s securities registrar, to send the invitation
letter, together with relevant documents in both Thai and English to the
shareholders 21 days in advance of the meeting. The accompanying
documents are

(1) Invitation letter for the Annual General Meeting in Thai and English
with details of the date, time, venue, agenda of the meeting whether for
acknowledgement, approval or for consideration, together with the
objectives, rationale and recommendations of the Board of Directors for
each proposed issue. The information is considered sufficient for
decision making.

(2) Proxy forms as specified by the Ministry of Commerce, both simple
Form A and the complicated Form B where shareholders can designate their
voting decision whether it is “Agree”. “Disagree” or “Abstained”.
Shareholders may vote for the election of individual Director during the
related agenda.

(3) Information of the Independent Directors assigned by the Company as
proxy for shareholders such as names, ages, addresses and relative
interest in the matters proposed.

(4) Annual report with information in both Thai and English in CD Rom
format (and in printed format to be sent to the desired shareholders).

(5) Clarification on the credentials supporting attending right.

(6) Company’s Articles of Association in part related to shareholders’
meeting.

(7) Map of the meeting venue.

Moreover, the Company has

(1) Advertised the meeting invitation announcement in Thai newspaper for
3 consecutive days at least 3 days in advance of the meeting date.

(2) Publish information of such shareholders’ meeting in Company’s
website in advance of the meeting so that shareholders may gain access
to the information conveniently and promptly and have sufficient time to
study the information before receiving printed materials from Company.

(3) Allow all shareholders to submit their inquiries in advance by
submission of written inquiries to the Board of Directors or Independent
Directors through Corporate Secretary, during 3 months prior/after the
end of Company’s financial year, for proceeding to each Director or
Independent Director. Inquiries related to the Company will be answered
in the Annual General Meeting later.

The Company has informed shareholders of such schedule through SET news
network (www.set.or.th). For 2011 Annual General Meeting of
shareholders, no shareholder has submitted advance inquiries to the
Company.

Category II : Equitable Treatment of Shareholders

The Company realizes its duty to look after the interest of every
shareholder, whether it is the major shareholders, institutional
investors, foreign shareholders including minor shareholders by
equitable treatments as follow :

Shareholders’ meeting

The Company facilitates for the convenience of attending shareholders
such as (1) arrange a meeting venue that is conveniently accessible, (2)
prepare explanation about credentials to verify attending right, (3)
allow unavailable shareholders to grant proxy to a person as he/she
wishes or assign a proxy to a nominated Independent Director with no any
complicated method, (4) prepare duty stamps to be affixed in the
shareholders’ proxy forms, (5) prepare sufficient competent officers and
equipments to handle credential verification and registration, (6)
computerize registration to facilitate convenience and promptness, and
(7) allow advance registration for two hours before the meeting starts.

Furthermore, after the meeting started, shareholders still can register
to attend the meeting and have the right to vote the matter being
considered or not yet passed the resolution.

The Board of Directors regards it as the duty and responsibility to
attend the meeting. For 2010 Annual General Meeting of shareholders, the
Chairman of the Board of Directors and Chairman of the Committees which
are the Chairman of the Audit Committee, the Chairman of the Corporate
Governance and Nomination Committee, the Chairman of the Remuneration
Committee and all directors attended the meeting. Furthermore, all
Executives, auditor including legal advisors have attended the meeting
to explain and answer all inquiries.

In 2011, there were 453 shareholders attended the meeting in person and
via proxy accounting for 6,493,122,327 shares or 77.10% of the paid up
shares of 8,421,540,848.

Before the meeting The Corporate Secretary informs shareholders of the
Articles of Association related to the meeting and meeting procedures
such as voting procedures, vote counting procedures and announcement of
the result.

During the meeting The presiding Chairman conducts the meeting
transparently according to the announced agendas with no additional
agenda for consideration. Appropriate and sufficient time would be
allotted for consideration of each agenda before voting. Shareholders
would be allowed to vote for election of individual Director and
encouraged to provide comments, recommendations and ask questions
freely.

The Company uses voting ballots for convenience of shareholders and
hires legal advisor to supervise vote counting for transparency
according to law and Company’s principles (Inspector). Vote counting
would be done by computer and the same type of shareholder would have
one vote per one share. Results of the vote for each agenda would be
announced after the Other Matters agenda by slide projection. Moreover,
the meeting would be recorded on a video tape.

After the meeting The Company announces the meeting resolution
(agreement, disagreement or abstention) through SET news network
(www.set.or.th) immediately after the meeting and prepares the meeting
minutes within period specified by law. The minutes records details such
as (1) names and positions of the attended Directors, Executives
including related persons, (2) voting procedures and vote counting, (3)
questions and answers, comments and recommendations, (4) meeting
resolutions and (5) voting result on each agenda, classified as
agreement, disagreement and abstention.

Use of insider information

Besides the specified usage of insider information in the Company’s
“Code of Ethics”, there are a policy and measure to prohibit the use of
insider information for the benefit of Directors and Executives by
educating them about the responsibility to report on the proportion of
Company’s shareholding and the change of such proportion as specified by
the announcement of the SEC and Capital Market Supervisory Board (CMSB),
guidelines of the SET, including penalty for violation. In case there
was a change in the proportion of Company’s shareholding, the Corporate
Secretary will summarize, compile and propose to the Board of Directors
Meeting for acknowledgement.

Moreover, the Company has implemented a concise internal control measure
to supervise the use of insider information to comply with good
corporate governance principles, and define a policy on prohibiting the
use of insider information for personal gain (Abusive self-dealing) such
as trading with insider information (Insider trading) of Directors,
Executive and employees working in the unit with access to information
of the Company and its subsidiaries (including spouse and underage
children of such persons)

-   Prohibit the above persons to trade Company’s securities within 2
    weeks prior to the disclosure of Company’s quarterly financial
    statements and annual financial statements and within 24 hours after
    the disclosure of such financial statements to the SET (Blackout
    period).

-   In case of other non-disclosed significant information which may
    have an affect on the price of Company’s securities, the Board of
    Directors has prohibited trading of Company’s securities until
    expiration of 24 hours after such information has been released to
    the public.

There has been no incident of the use of insider information for the
benefit of securities trading by the Directors and Managements during
the previous year.

As on March 31, 2012, report on the securities holding of Directors and
Management can be summarized as following;

  ------------ ----------------- ----------- ------------ --------- ------------ ------------- -------- ------------
  No.          Name                          Ordinary                                                   
                                             Shares (No.                                                
                                             of Shares)                                                 

                                             Tata Steel                          Affiliated             
                                             (Thailand)                          Companies              
                                             Plc.                                                       

                                                                                                        

                                             Reporter     Spouse    increase     Reporter      Spouse   increase

                                                          or        (decrease)                 or       (decrease)

                                                          Minor     in fiscal                  Minor    in fiscal
                                                          child     year                       child    year

                                                                    (April                              (April
                                                                    1,11 - March                        1,11 - March
                                                                    31,12)                              31,12)

  Board of                                                                                               
  Directors                                                                                             

  1            Mr. H. M.                     -            -         -            1,326^((a))   -        -
               Nerurkar                                                                                 

  2            Mr. Kriang                    -            -         -            -             -        -
               Kiatfuengfoo                                                                             

  3            Mr. Maris Samaram             -            -         -            -             -        -

  4            Asst. Prof.                   22,000       -         -            -             -        -
               Rawewan                                                                                  
               Peyayopanakul                                                                            

  5            Mr. Koushik                   -            -         -            1,320^((b))   -        -
               Chatterjee                                                                               

  6            Mr. Peter John                -            -         -            -             -        -
               Hogg                                                                                     

  7            Mr. Taratorn                  -            -         -            -             -        -
               Premsoontorn                                                                             

  8            Mr. Peeyush Gupta             -            -         -            -             -        -

  Management                                                                                             

  1            Mr. Thana                     50,000       -         -            -             -        -
               Ruangsilasingha                                                                          

  2            Mr. Amit Ghosh                -            -         -            -             -        -

  3            Mr. Sunil Seth                -            -         -            -             -        -

  4            Mr. Sirorote                  -            220,000   -            -             -        -
               Matemanosak                                                                              

  5            Mr. Biswajit                  -            -         -            -             -        -
               Ghosh                                                                                    

  6            Mr. Jacob Gerkema             -            -         -            -             -        -

  7            Mr. Paitoon                   -            -         -            -             -        -
               Chuesook                                                                                 

  8            Mr. Wanlert                   -            -         -            -             -        -
               Kanwiwat                                                                                 

  9            Mr. Arun Kumar                -            -         -            -             -        -
               Chowdhary                                                                                
  ------------ ----------------- ----------- ------------ --------- ------------ ------------- -------- ------------

Remarks 1. Tata Steel (Thailand) Plc. has 8,168,767,623 Ordinary shares,
252,773,225 Preferred shares, 1,083,275,200 units of Warrant 1 and
1,520,763,525 units of Warrant 2. The total Registered and Paid-up
Capital are 11,025,579,573 Baht and 8,421,540,848 Baht, respectively.

2. As per the Public Limited Companies Act, "Affiliated Company" means a
public company limited related to one or many of private company (ies)
or public company (ies) limited with the following characteristics:

- A company has the power to control the election and removal of
directors who have power to manage the whole or majority of the other
company.

- One company holds the shares in the other company more than 50% of the
issued shares.

3. “Management” means directors, managers or the first 4 persons in the
management level next below the manager, all persons who hold positions
equivalent to the fourth person in the management, and including persons
who hold positions in management level in the lines of Accounting or
Finance at the level of department manager up or equipvalent, according
to the notification of SEC "Kor Jor 17/2551".

4. (a) Tata Steel Limited.

(b) 320 shares allotted in the FPO of Tata Steel Limited.

Report on stakeholders

The Company has specified that its Directors, Executives and related
persons must declare their own interest in the form defined by the Board
of Directors. When there is any appointment to be the Directors or
Executives or changes in the report, the Corporate Secretary had been
assigned to compile and present to Chairman of the Audit Committee and
Chairman of the Board of Directors for acknowledgement such reports. The
Company would use such information to monitor and supervise transactions
that may lead to conflict of interest such as connected transactions.

Connected Transactions

The Company clearly defined principle and procedure of the connected
transactions and to be strictly complied with the regulation of the
Securities and Exchanges Commission, Capital Market Supervisory Board
and the Stock Exchange of Thailand regard to the conflict of connected
transactions. The Directors and Executives having interests and/or
connection on a matter will not attend the meeting and vote on such
matter to make the fair decisions.

Besides, the Audit Committee is entrusted to review connected
transactions on a quarterly basis to avert possible conflicts of
interest. Disclosure of connected transactions is provided in the notes
to the audited financial statements.

In the previous year, the Company never acts against the regulations of
the SET and SEC on Connected Transactions or acquisition/ disposition of
assets, including a transaction of providing financial assistance to
non-subsidiaries.

Category III : Role of Stakeholders

The Company realizes that encouraging a good relationship and
co-operation between Company and all stakeholders would be a factor to
build wealth and stability. It was adhered to the rights of all
stakeholders in relation to its business operation, both defined by law
or mutual agreement, by responsible to the internal and external
stakeholders, whose rights have been violated, with strict fairness
under the “Tata Code of Conduct : TCOC” consisted of 25 matters. The
Company’s “Code of Ethics” has clearly defined business ethics with all
stakeholders and specified measures and channels for stakeholders to
communicate/inform on un-ethical conducts, lead follow-up procedures
including measures to protect the informant under the “Policy and
Regulation regarding Whistle Blower” (Whistle Blower).

Stakeholders can suggest/ report/ appeal on the above Code of Ethics in
person/ letter/ E-mail/ telephone/ fax by contact via

Mr. Sirorote Metamanosak (Ethic Counselor)

Tata Steel (Thailand) Public Company Limited

Rasa Tower 2, 20^(th) Floor,

555 Phaholyothin Road, Chatuchak, Bangkok 10900

Tel. : 66 (2) 937-1000 ext. 1810 Fax : 66 (2) 937-1223

E-mail address : sirorotem@tatasteelthailand.com

or directly contact

Mr. Kriang Kiatfuengfoo (Chairman of the Audit Committee)

405 Panya village, Phattanakarn Road,

Suan Luang Sub-District, Suan Luang District, Bangkok 10250

There has been no incident of the appeal against Company’s “Code of
Ethics” during the previous year.

Guidelines and responsibility to each group of stakeholders are :

Shareholders

The Company is committed to take care of profit and create value to all
shareholders with fairness by operating business efficiently and treat
shareholders with strictly respect to laws and regulations. The Company
would inform shareholders of correct and complete information, including
disclosing such information in accordance with relevant rules and
agreement. The details appear on Catego0ry I: Shareholders’ Rights and
Category II: Equitable Treatment of Shareholders.

Employees

The Company regards employees as valuable asset. Therefore, emphasis is
placed on training and development for employees at all levels and scope
of works to strengthen the significant basis of the organization.
Safety, occupational health and working environment have been also
emphasized to all employees. Besides, the Company sees to it that
employees receive fair and appropriate remuneration and welfares to
build good relationship, including provides a provident fund for them.
The details appear on “Human Resources and Development”.

Customers

The Company is committed to provide good quality products and services
with international standard at reasonable prices and fairness. The After
Sales Services has been provided to harmonize with the customers’ need,
in regard to maximum benefit of the customers. This would build
customers’ satisfaction on Company’s products and services.

Business alliances, Creditors and Competitors

The Company is determined to create and support the economy with
competition in the free trade market throughout the region by not
participate any unfair trade activities and not taking advantage of or
providing false information related to competitors’ products and
services. During previous year, there has been no conflict between the
Company and competitors.

Creditors

The Company strictly complies with the conditions and requirements of
both Trade Creditors and Lender and pays a debt on specified time, as
well as following the affirmatives give to the creditors throughout the
liable periods and provide information with accuracy, transparency,
equity and fairness.

Community and society

The Company states clearly in its policy on carrying out its business by
being a good corporate citizenship with duty and responsibility to the
surrounding communities and society. The Company does not regard its
implementation according to the specified policy as an option, but it
determines to incorporate them into its business plan.

The Company committed to promote and improve well-being of people in
surrounding communities as well as in other areas of the country such as
helping people in remote areas, disadvantage groups, and victims of
natural disasters, including giving high priority to environmental
conservation activities both at community level and broader level in the
society. From that commitment, the Company has defined its activities
for community and society into four categories: (1) supporting
surrounding community activities, (2) developing children and youth in
remote areas, (3) supporting non-profit organizations, and (4)
environmental conservation.

Details of activities carried out by the Company in the year 2011 –
2012, appear on “Corporate Social and Environmental Responsibility” on
“Social Responsibility Activities”.

Environment

The consistently focus on environmental conservation in order to
preserve well-being of environment by strictly conforming to laws,
regulations, and various standards in every production process and step
of work, in particular in terms of efficient resources management
(covering energy conservation, water resources management, air pollution
management, greenhouse effect management, noise pollution management,
and waste management), re-use of resources as well as strictly
compliance with environmental laws and regulations.

In 2009, Tata Group committed to focus and was a leader on the “Climate
Change” due to arising global warming issues. All subsidiaries of Tata
Group are conducting studies for profound understanding and to be able
address issues promptly, resulting in higher creditability. More green
technology will be available and implemented. Therefore, the Company and
subsidiaries set long-term goals to monitor and address carbon dioxide
and other greenhouse effect gasses emission not to exceeding allowed
level. The said goals bring about new environmental friendly process
guidelines and research for new innovations in different areas. The
“Green” concept is also being applied in each step of the Company’s core
business operations.

Detailed information on corporate environmental responsibility carried
out by the Company during 2011-2012 appears on “Corporate Environmental
Responsibility”.

Category IV : Disclosure and Transparency

The Company emphasize and realize the responsibility to disclose
Company’s information for transparency, accountability and beneficial
for the investment decisions of shareholders, investors, analysts and
other stakeholders. Such information disclosed must be correct,
inclusive, thorough and create no misunderstanding. That information
should be up-to-date and timely as specified by the Securities Exchange
Commission (“SEC”), the Securities Exchange of Thailand and relevant
agencies. The Management is assigned to supervise the communication and
important information disclosure both the Periodic reports such as
financial statements, annual statement (Form 56-1), annual report (Form
56-2) and Non-Periodic reports such as asset acquisition/disposition,
connected transaction, participation/cancellation of joint venture,
increase/decrease of capital, issuance of new shares and by back of
shares.

The Company has set up the Corporate Secretary Office to act as a center
for Company’s information disclosure both in normal and urgent
situations. Samples of the information are

1.  Financial and non-financial information with completeness,
    correctness and comparativeness, both in Thai and English : SET news
    network (www.set.or.th)

2.  Analytical clarification of the financial status and operating
    results in every quarter : SET news network/ TSTH website
    (www.tatasteelthailand.com)/ Newspapers

3.  Latest shareholding structure is disclosed with transparency by
    detailing the major shareholders and proportion of minority
    shareholders, including Beneficial owner and no cross holding
    between the Company’s group. The information of Directors and
    Executives’ shareholding is also included : Annual Report/ TSTH
    website

4.  Information in the annual report is disclosed completely and clearly
    for the benefit of shareholders’ decision making such as analysis on
    financial status and operating performance, analysis on industry
    overview and competition, business risks, bio-data of Directors and
    Executives, remuneration of Directors and top Executives and
    information on Directors’ meeting attendances : TSTH website

5.  Financial statements in accordance with generally accepted
    accounting principles and audited by an independent auditor who is
    qualified and accepted by SEC. The Company had no record on
    submitted delayed quarterly and annually financial statement to SET
    and SEC : SET news network/ TSTH website

6.  Information on connected transactions (if any)

Besides, the Company has assigned the President to communicate Company’s information to investors who are shareholders and general shareholders, and assigned the Corporate Secretary to manage the function of Investor Relation by responsible for communicating and coordinating with investors, analysts and related agencies and providing convenient access to Company’s information such as meeting materials, operating performance materials and other reports through Company’s website( www.tatasteelthailand.com) This is to strengthen investors’ understanding and confidence towards the Company.

In 2011-2012, The Company has arranged for analysts and interested
investors to meet and discuss with the President and CEO and Executives.
There were six sub-meetings and two meetings of about 20 analysts.

Category V : Responsibilities of the Board of Directors

The Company stress the role of Directors’ responsibilities by performing
their functions with “responsibility, cautiousness, integrity and
accountability” on ground of mutual confidence. The Company has defined
clear structure of Directors and appointed Committee with specific
expertise to allow effective supervision of the operation by Directors
and to cautiously screen matters of importance for correct decision
making with no any action go against the regulation. Management system
in accordance with the principles of good corporate governance was
implemented to ensure honest, reasonable and independent supervision and
operation under legal framework and business ethics as follows :

Structure of the Board

The Board of Directors composes of qualified persons with appropriate
knowledge, ability and experiences in steel industry and other
businesses, leadership with broad perspective and capability of
functioning as Directors who can express freely and beneficial to the
Company’s business operation.

Currently, the Board of Directors consists of appropriate eight members,
three of which are Independent Directors as specified in the Company and
SEC’s regulation together with six non-executive Directors and Directors
representing major shareholders. The Company has defined that the
Chairman, as the policy leader, and the President, as the leader of
operation, should not be the same person to clearly segregate the roles
and induce equilibrium in operation.

[]For the greater corporate governance, the Board of Directors also
appoint four other committees which are the Audit Committee, the
Executive Committee (Management Committee), the Corporate Governance and
Nomination Committee and the Remuneration Committee to screen specific
matters and present to the Board for consideration or acknowledgement.

Besides, the Board of Directors also appoints the Corporate Secretary on
behalf of the Company or the Board of Directors to provide and keep the
following documents: (1) a register of directors (2) a notice calling a
director meeting and minutes of the meeting of the board o directors (3)
a notice a calling a shareholder meeting and minutes of the meeting of
the shareholders (4) annual report of the Company. Moreover, the
Corporate Secretary also keeps a report of interest filed by directors
and executives and performs any other acts as specified by the SEC.

Selection of the Board of Directors and Committees

The Corporate Governance and Nomination Committee is responsible for
selection of Directors and Independent Directors before proposes to the
Board of Directors and/or the shareholders’ meeting for election or
appointment. The selection would be in line with the guidelines and
principles which had been approved by the Board of Directors as follows
:

1. Possess the qualifications with no prohibited characteristics as
specified in the Company’s Articles of Association, the Public Company
Limited Act and the Securities Exchange regulations.

2.  Persons with capabilities, experiences and diversity of skills,
    knowledgeable, competent, leadership, varied perspectives, ethical,
    record of transparency and ability to express opinions
    independently.

3.  Persons who can devote sufficient time to attend Board meetings to
    monitor Company’s operation. Holding of Board positions in other
    companies should be limited to an appropriate numbers.

4.  Persons who are not Directors, Executives, shareholders or partners
    with substantial shareholding of the similar or competitive business
    operations or business operations that may provoke conflict of
    interest with the Company.

5.  For Director who is also the President, selection consideration
    would also base on past performance and result of potentiality
    evaluation.

For Independent Directors, besides all of the above guidelines and
principles, there are extraordinary qualifications which appear on
“Independent Director” subject.

In case the election of Company’s Director is proposed to the
shareholders’ meeting for consideration, it would be proceeded according
to the guidelines and procedures specified in the Company’s Article of
Association such as shareholders will have one vote for each share held
and in case of a tie, the Chairman of the meeting will have a deciding
vote. However, for the election of Company’s Director, voting for
individual or multiple Directors may be applied but all voting rights
equivalent to all the shares held must be exercised at one time and
cannot be divided for various candidates.

In the present, Even though the Company do not specify the limit number
of Companies that Directors can take the positions of, the Directors
also take no exceeding position to affect the efficiency for performing
their own duties.

Independent Director

True independent reflects good management which help create confidence
for investors. Therefore, the Company has set a definition of
“Independent Director” stricter than the one specified by the SEC which
is being reviewed and revised regularly. The details are as follows:

(Amended on January 16, 2009 according to the SEC regulation No. tor.
jor. 4/2552 Dated February 20, 2009)

-   Holding not over 1% of the total voting shares of the Company,
    parent company, subsidiary company, associate company or juristic
    person who may have conflicts with, including shares held by related
    persons.

-   No participation in the management nor being an employee, staff,
    salaried advisor, person with controlling power, parent company,
    subsidiary, associate or juristic person who may have conflict with,
    and not having interest in such activities for the previous 24
    months prior to appointment.

-   No kinship, marriage or legally registered as the father, mother,
    spouse brother/sisters and child, including child’s spouse, with the
    Executive, major shareholder, person with controlling power or
    person who will be nominated as Executive or person with controlling
    power of the Company or subsidiaries.

-   No business relationship with the Company, parent company,
    subsidiary, associate or juristic person who may have conflict with,
    in a way that may limit the exercise of independent judgement. This
    includes not being, or not having been a major shareholder,
    non-independent Director or Executive of an entity which have
    business relationship with the Company, parent company, subsidiary,
    associate or juristic person who may have conflict with, and not
    having direct or indirect interest in the following activities for
    the previous 24 months.

  1) Transactions in the course of normal business operation such as
  merchandise sales, raw materials purchase or providing services value
  more than 3% of the Company tangible assets or within the 12 months
  period.

2) Transactions of renting or renting out of immovable properties.

  3) Transactions related to assets or services such as acquisition or
  disposition of assets, rights or providing or receiving services.

  4) Transactions related to granting or receiving financial assistance
  such as granting or receiving loans, guarantees or providing asset as
  collateral, including other similar practices which result in the
  obligation for debt repayment to other parties. Which value more than
  3% of the net physical asset or more than Baht 20 millions, whichever
  the least within the period of 12 months. In case of transactions of
  granting or receiving financial assistance, debt obligation incurred
  during the period of one year prior to the date of business
  relationship of the same person should be accumulated.

-   Not being an auditor of the Company, parent company, subsidiary,
    associate or juristic person who may have conflict with, and not
    being major shareholder, non-Independent Director, Executive or
    managing partner of the auditing office whose auditor works in the
    Company, parent company, subsidiary, associate or juristic person
    who may have conflict with, and should have no interest in such
    characteristics for the previous 24 months.

-   Not being a professional service provider, including being a legal
    advisor or financial advisor who receives service fee of more than
    Baht two millions from the Company, parent company, subsidiary,
    associate or juristic person who may have conflict with. In case the
    professional service provider is the juristic person, it should
    include being a major shareholder, non-Independent Director,
    Executive or managing partner of such professional service provider
    and not having interest in such characteristics for the previous 24
    months.

-   Not being a Director appointed as representative of the Company’s
    Director, major shareholders or shareholders related to major
    shareholders.

-   Not having characteristics that would make independent expression of
    opinion about Company’s operation impossible.

-   Capable of taking care of every shareholder’s interest equally.

-   Capable of managing conflict of interest.

-   Be able to attend the Board of Directors’ meeting to make decision
    on matters independently.

-   Possess the qualifications with no prohibited characteristics
    specified by the Company’s Article of Association and regulations of
    the Public Company Limited Act and the SEC.

Appointment of Committees

The Audit Committee

The Audit Committee was appointed by the Board since the year 2002, now
consisted of three Independent Directors. All committee members are
knowledgeable with understanding or experiences in accounting or finance
and one Director has adequate knowledge and experience to review the
credibility of the financial statement and review the operation to be in
compliant with the policy and Company’s regulations, along with the
laws, regulations and guidelines of the supervisory agencies to develop
financial and accounting system to be in line with international
standards. The review ensures that the Company has the internal control
system, internal audit system and risk management system which are
concise, appropriate, up-to-date and efficient.

The Company has supported, supervised and authorized the Audit Committee
to function efficiently and express its opinion independently. To
enhance the efficiency to monitor the Company’s operation, since the
year 2009, the Company had established the internal audit office which
is under the supervision of the Committee instead of hiring an outside
agency, to carry-out assignments for the succession on internal audit of
the Company and its subsidiaries. When needed, the Audit Committee may
seek an external independent advisory at the Company’s expenses.

The Executive Committee (Management Committee)

The Executive Committee was appointed by the Board since the year 2002,
consisted of three Directors with the responsibility to supervise the
Company’s operation as assigned by the Board of Directors to consider
the policy, strategies, structure and administration authority, business
plans, budget allocation and supervising and monitoring of Company’s
operation, along with screening the matters before presenting to the
Board of Directors for consideration.

The Corporate Governance and Nomination Committee

The Corporate Governance and Nomination Committee was appointed by the
Board since the year 2004, consisted of three Directors, including two
Independent Director, with the responsibility to propose, review and
supervise the functions of the Board of Directors and Executives in
accordance with the Company’s corporate governance guidelines, and also
has the duty to consider selection process and recruit appropriate
person for nomination as Director or President in replacement of the
retiring Director or in other cases.

The Remuneration Committee

The Remuneration Committee was appointed by the Board since the year
2004, now consisted of three Directors, including one Independent
Director, to study, consider and monitor the change and trend of the
remuneration of the Board of Directors, and the President and propose as
the remuneration policy to motivate and enhance an operation for
sustainable growth.

Terms of the Board of directors and Committees

The term of office of each director shall be three years, provided that
at every annual general meeting of shareholders, one-third of the
directors shall retire. Directors have to jointly agree on the sequence
of the retiring of the directors and the director who vacates his office
may be re-elected with no limit on terms.

The term of Directors of the Committees shall be three years in
accordance with the term of the Board of Directors and the director of
the Committee who vacates his office may be re-elected with no limit on
terms as well.

Serving on other Company Boards by Directors and President and CEO

The Company is reviewing the policy on maximum number of other listed
companies allowed for each director to serve as their boards. Despite
there is no such policy in place yet, half of the current Board of
Directors are Thai while the rest are non-Thai. The non-Thai directors
do not have their domicile in Thailand, therefore they do not sit on
other listed company boards. According to the data captured during the
last five years, no Thai director has served more than three other
listed company boards. Each of the director is capable to perform their
duties and dedicate full time and efforts for the company.

Since the President and CEO is an inside director, just like other
employees, he has to dedicate his full efforts for the company according
to the terms of the employment contract. There is no President and CEO
who also serves on director position in other listed company, except on
subsidiary board.

Remuneration of Directors and Executives

The Company has clearly and reasonably set policy and guidelines on
remuneration of Directors and Executives.

The Remuneration Committee would propose the remuneration of the Board
of Directors and Committees by considering the duties, responsibilities,
overall performances and Company’s operating result to shareholders for
approval. The remuneration is appropriate when compared within the same
industry to be able to retain competent Directors and Executives and not
over-paid. There are two types of financial remuneration for the
Directors. They are fixed remuneration paid every quarter and meeting
allowance which would be paid only to attending Directors in each
quarter. In case of the retiring or incoming Directors, they would be
paid by calculating only for the days in office during that quarter.

For remuneration of the President and Executives of the Company and its
subsidiaries, the Board of Directors, by acknowledgement of the
Remuneration Committee, would consider on the duties, responsibilities,
individual performance and Company’s operating result in both short and
long terms. However, the Company has no policy to pay the remuneration
to the Executive who takes the position of the Director of the
Subsidiaries.

Details of Director’s remuneration effective from April 1, 2011 until
further changes are:

+-------------------------+-----------+---------------+---------------+
|                         |           | Remuneration  | Meeting       |
|                         |           |               | Allowance     |
+-------------------------+-----------+---------------+---------------+
|                         |           | (Baht/year)   | (             |
|                         |           |               | Baht/meeting) |
+-------------------------+-----------+---------------+---------------+
|   Board of Directors    | Chairman  | 630,000       | 42,000        |
+-------------------------+-----------+---------------+---------------+
|                         | Vice      | 525,000       | 21,000        |
|                         | Chairman  |               |               |
+-------------------------+-----------+---------------+---------------+
|                         | Director  | 472,500       | 21,000        |
+-------------------------+-----------+---------------+---------------+
|   Audit Committee       | Chairman  | 168,000       | 15,750        |
+-------------------------+-----------+---------------+---------------+
|                         | Member    | 115,500       | 10,500        |
+-------------------------+-----------+---------------+---------------+
|   Executive Committee   | Chairman  | 0             | 15,750        |
+-------------------------+-----------+---------------+---------------+
|                         | Member    | 0             | 10,500        |
+-------------------------+-----------+---------------+---------------+
|   Corporate Governance  | Chairman  | 94,500        | 15,750        |
|   &                     |           |               |               |
|                         |           |               |               |
|   Nomination Committee  |           |               |               |
+-------------------------+-----------+---------------+---------------+
|                         | Member    | 63,000        | 10,500        |
+-------------------------+-----------+---------------+---------------+
|   Remuneration          | Chairman  | 94,500        | 15,750        |
|   Committee             |           |               |               |
+-------------------------+-----------+---------------+---------------+
|                         | Member    | 63,000        | 10,500        |
+-------------------------+-----------+---------------+---------------+

  Remark : The above fixed remuneration and meeting allowance were
  deducted by 30% effective from April 1, 2011.

Total of the Directors Remuneration

In 2011-2012 (April 2011 – March 2012) each Director received total
remuneration, separated by Committee, as follows :

+---+---------------------+------+------+-----+-------+------+------+
| N | Names               | Remu |      |     |       |      |      |
| o |                     | nera |      |     |       |      |      |
| . |                     | tion |      |     |       |      |      |
|   |                     | (B   |      |     |       |      |      |
|   |                     | aht) |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+
|   |                     | B    | A    | Exe | Corp  | Remu | T    |
|   |                     | oard | udit | cut | orate | nera | otal |
|   |                     | of   | C    | ive | Gover | tion |      |
|   |                     | D    | ommi | Com | nance | C    |      |
|   |                     | irec | ttee | mit | &     | ommi |      |
|   |                     | tors |      | tee | Nomin | ttee |      |
|   |                     |      |      |     | ation |      |      |
|   |                     |      |      |     | Comm  |      |      |
|   |                     |      |      |     | ittee |      |      |
+---+---------------------+------+------+-----+-------+------+------+
| 1 | Mr. Hemant          | 92   | -    | -   | -     | -    | 92   |
| . | Madhusudan          | 4,00 |      |     |       |      | 4,00 |
|   | Nerurkar⁽¹⁾         | 0.00 |      |     |       |      | 0.00 |
|   |                     |      |      |     |       |      |      |
|   | Chairman            |      |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+
| 2 | Mr. Kriang          | 64   | 23   | -   | -     | -    | 87   |
| . | Kiatfuengfoo        | 0,50 | 1,00 |     |       |      | 1,50 |
|   |                     | 0.00 | 0.00 |     |       |      | 0.00 |
|   | Independent         |      |      |     |       |      |      |
|   | Director and        |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Chairman of Audit   |      |      |     |       |      |      |
|   | Committee           |      |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+
| 3 | Mr. Maris Samaram   | 61   | 15   | -   | 84,0  | -    | 86   |
| . |                     | 9,50 | 7,50 |     | 00.00 |      | 1,00 |
|   | Independent         | 0.00 | 0.00 |     |       |      | 0.00 |
|   | Director, Audit     |      |      |     |       |      |      |
|   | Committee and       |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Corporate           |      |      |     |       |      |      |
|   | Governance &        |      |      |     |       |      |      |
|   | Nomination          |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Committee           |      |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+
| 4 | Asst. Prof. Rawewan | 64   | 15   | -   | 84,0  | 9    | 97   |
| . | Peyayopanakul       | 0,50 | 7,50 |     | 00.00 | 4,50 | 6,50 |
|   |                     | 0.00 | 0.00 |     |       | 0.00 | 0.00 |
|   | Independent         |      |      |     |       |      |      |
|   | Director, Audit     |      |      |     |       |      |      |
|   | Committee,          |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Corporate           |      |      |     |       |      |      |
|   | Governance &        |      |      |     |       |      |      |
|   | Nomination          |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Committee and       |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Remuneration        |      |      |     |       |      |      |
|   | Committee           |      |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+
| 5 | Mr. Koushik         | 67   | -    | -   | 126,0 | 14   | 93   |
| . | Chatterjee          | 2,00 |      |     | 00.00 | 1,75 | 9,75 |
|   |                     | 0.00 |      |     |       | 0.00 | 0.00 |
|   | Director, Chairman  |      |      |     |       |      |      |
|   | of Executive        |      |      |     |       |      |      |
|   | Committee,          |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Chairman of         |      |      |     |       |      |      |
|   | Corporate           |      |      |     |       |      |      |
|   | Governance &        |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Nomination          |      |      |     |       |      |      |
|   | Committee and       |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Chairman of         |      |      |     |       |      |      |
|   | Remuneration        |      |      |     |       |      |      |
|   | Committee           |      |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+
| 6 | Mr. Taratorn        | 64   | -    | -   | -     | 9    | 73   |
| . | Premsoontorn        | 0,50 |      |     |       | 4,50 | 5,00 |
|   |                     | 0.00 |      |     |       | 0.00 | 0.00 |
|   | Director and        |      |      |     |       |      |      |
|   | Remuneration        |      |      |     |       |      |      |
|   | Committee           |      |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+
| 7 | Mr. Peeyush         | 33   | -    | -   | -     | -    | 33   |
| . | Gupta⁽¹⁾            | 0,52 |      |     |       |      | 0,52 |
|   |                     | 2.00 |      |     |       |      | 2.00 |
|   | President and CEO   |      |      |     |       |      |      |
|   | and                 |      |      |     |       |      |      |
|   |                     |      |      |     |       |      |      |
|   | Executive Committee |      |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+
| 8 | Mr. Peter John      | 30   | -    | -   | -     | -    | 30   |
| . | Hogg⁽²⁾             | 9,52 |      |     |       |      | 9,52 |
|   |                     | 2.00 |      |     |       |      | 2.00 |
|   | Director and        |      |      |     |       |      |      |
|   | Executive Committee |      |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+
| 9 | Mr. Thachart        | 28   | -    | -   | -     | -    | 28   |
| . | Viswanarth          | 8,97 |      |     |       |      | 8,97 |
|   | Narendran⁽³⁾        | 8.00 |      |     |       |      | 8.00 |
+---+---------------------+------+------+-----+-------+------+------+
| 1 | Mr. Hridayeshwar    | 28   | -    | -   | -     | 5    | 34   |
| 0 | Jha⁽⁴⁾              | 8,97 |      |     |       | 1,13 | 0,10 |
| . |                     | 8.00 |      |     |       | 0.00 | 8.00 |
+---+---------------------+------+------+-----+-------+------+------+
| 1 | Mr. Laptawee        | 48   | -    | -   | -     | -    | 48   |
| 1 | Senavonge⁽⁵⁾        | 0,37 |      |     |       |      | 0,37 |
| . |                     | 5.00 |      |     |       |      | 5.00 |
+---+---------------------+------+------+-----+-------+------+------+
| T |                     | 5,83 | 54   | -   | 294,0 | 38   | 7,05 |
| o |                     | 5,37 | 6,00 |     | 00.00 | 1,88 | 7,25 |
| t |                     | 5.00 | 0.00 |     |       | 0.00 | 5.00 |
| a |                     |      |      |     |       |      |      |
| l |                     |      |      |     |       |      |      |
+---+---------------------+------+------+-----+-------+------+------+

Remark (1) Has been appointed as the President and CEO since February 1,
2012.

(2) Has been appointed as Director and Member of the Executive Committee
since September 23, 2011.

(3) Has been resigned from the positions as Director and Member of the
Executive Committee since

  September 23, 2011.

(4) Has been resigned from the positions as Director, Member of the
Executive Committee and Remuneration Committee since September 23, 2011.

(5) Has been resigned from the position as the President since January
1, 2012.

Total remuneration of the Executives

Total remuneration in terms of salary and bonus for 2011-2012 (1 April
2011 – 31 March 2012) for 12 executives were Baht 29.78 millions.

Total remuneration of the Board of Directors of core business
subsidiaries

The Company does not pay remuneration to Directors of its subsidiaries.

Total remuneration of executives of core business subsidiaries

Total remuneration in terms of salary and bonus for 2011-2012 (1 April
2011 – 31 March 2012) for three executives was included in the
remuneration of the Company’s executives.

Other forms of remuneration

The Company has contributed to the provident fund of employees for
executives of the Company and its subsidiaries approximately 10% of
total payroll or equal to the contribution in 2011-2012 (1 April 2011 –
31 March 2012) for 12 executives totaling Baht 2.57 millions.

Moreover, the Company provided company’s cars to Company’s Executives
and Managing Directors of its subsidiary.

Currently, the Company has no policy to offer Executives with the
Employee Stock Option Program (ESOP) or Employee Joint Investment
Program (EJIP), but has managed compensation for executives in other
forms with regard to performance, Company’s operating result, duties,
responsibilities and potential of each Executives.

Roles, Duties and Responsibilities of the Board of Directors

Leadership and Vision

The Board of Directors has a leadership and independence to define
Company’s vision, mission, policies, long-term strategy, business plan
and annual budget which to be proposed by the assigned managements. To
consider those matters, directors will fully discuss and share their
opinions on the basis of responsibility, cautiousness, honesty and
accountability. Besides, the Board also assigned the executives to
implement on complying with the specified policy and plan to drive the
Company’s operation go through the same direction and enhance the
effectiveness and efficiency.

Furthermore, the Board of Directors has the responsibility to review
operating plans, target, and to allocate adequate budget, especially
budget for organization and product research and development,
competitive capability development, Company’s performance evaluation and
entire Board of Directors performance evaluation, including top
executives, to supervise, review, improve and develop risk management
system, internal control and internal audit to correspond to the
changing environment, and to oversee and develop Company’s corporate
governance to international standard. They should dedicate themselves
and their time without taking improper advantages for themselves or
other persons, and should not act in such a way that could provoke
conflict of interest or compete with the Company or its subsidiaries’
operation. The ultimate objective is to operate business with stability
for the balanced and sustainable benefits of all stakeholders, including
create value for shareholders continuously.

Business Ethics

[]The Company has emphasized the high standard business operation of
professionalism, integrity, moral and ethical under the “Tata Code Of
Conduct” (TCOC) which has prepared in form of written document and
published a Thai version of the “Ethics Handbook” for distribution to
the Board of Directors, Executive Committee (Executive Directors),
Executives, employees and external stakeholders who conduct business
with the Company, both government agencies and private sectors. Besides,
the Board of Directors has been overseeing, communicating and
encouraging employees at all levels to strictly and constantly adhere to
the principles of integrity, transparency and fairness. When there is a
breach or possibility of a breach of Company’s Code of Conduct,
supervisors must be notified immediately.

The Tata Code of Conduct consisted of 25 matters which are national
interest, financial reporting and records, competition,
equal-opportunities employer, gifts and donation, government agencies,
political non-alignment, health, safety and environment, quality of
products and services, corporate citizenship, cooperation of Tata
Companies, public representation of the company and the group,
third-party representation, use of the Tata brand, group policies,
shareholders, ethical conduct, regulatory compliance, concurrent
employment, conflict of interest, securities transactions and
confidential information, protecting company assets, citizenship,
integrity of data furnished, reporting concerns.

Furthermore, the Company has announced “Policy and procedures on
petitioning of Code of Conduct violation” (Whistle blower) to safeguard
employees and external stakeholders who choose to report on the
violation or possible violation of the Code of Conduct.

Handling of Conflict of Interest

The Company places importance on the handling of Conflict of Interest
issues with cautiousness. Directors, Executives and employees will work
with honesty, reasonableness, independence and transparency for the
overall best interest of the Company and Shareholders by following the
guidelines of SEC, SET, Company’s Article of Association and relevant
laws. It also reports and discloses complete and clear information on
Company’s operation and not discloses insider information or uses such
information for their personal advantages. If any of the Directors has a
stake or interest in the matter discussing, he/she will not attend such
meeting or will abstain his/her vote.

Moreover, the Company emphasizes the strict compliance with the Code of
Conduct in business operation and has set clear guidelines on the issue
for employees at all levels.

Risk Management

The Company has implemented appropriate risk management system by
adopted an international standard to applied with the Company’s business
and appointed the Risk Management Committee consisting of the
Managements from each major department of the Company and its
subsidiaries to define and revise the administrative policy and
strategy, the organization-wise implementation, including risk factors,
risk probability and impacts to the Company’s goal. Moreover, the
appropriate plan and process to reduce risks that might cause were
defined and followed up, including reviewed and revised to increase
efficiency. The Company has also assigned the Audit Committee to
evaluate the efficiency of risk management system and report to the
Board of Directors regularly. This is the warning mechanism to help
protect or minimize the possible losses to Company’s operation.

Internal Control and Internal Audit

[]The Company encourages employees at all levels to realize the
importance of internal control and internal audit system by setting up
efficient system and controlling/monitoring procedures throughout the
organization both for financial report and compliance process to
maintain flexibility where employees can control, supervise, evaluate
and review their own work to minimize the risk of fraudulent acts and
improper exercise of power and to prohibit illegitimate activities.
Since 2009, the Company has also set up its own internal audit office.
This office has the responsibility to supervise the internal audit work
of the Company and its direct report subsidiaries which operate under
the supervision of the Audit Committee who oversees that various
operations are in compliant with the policies, plans, authority and
regulations, including evaluating the risk management and internal
control for appropriateness and effectiveness. These are done on the
basis of independence and assurance that major operations and
significant financial transactions are carried out according to the
prescribed guidelines and regulations.

Meeting of the Board of Directors

The Company has scheduled meeting dates and significant agenda,
including the monitoring of operation. Additional meetings may be
arranged for urgent matters. For each meeting, invitation letter, agenda
and accompanying papers would be sent for advance study. Chairman of the
Board of Directors who chairs the meeting would conduct the meeting
according to the agenda, with regard to the benefit of shareholders and
every group stakeholders, and allowing independent expression of
opinion, allocating sufficient time for thorough discussion and
expression in each agenda. The resolution of each agenda would be
decided by majority voting, in case of a tie, the Chairman of the
meeting would cast a deciding vote. Director who has an interest in the
discussing matter would not attend the meeting and/or would abstain. The
minutes would be clearly recorded after the end of the meeting.

The Management would also attend each meeting of the Board of Directors
to report on essential information and to acknowledge the policies and
decisions of the Board of Directors for the benefit of efficient and
prompt actions. Exception is made to some meeting agenda specifically
reserved for only the Board of Directors or non-Executive Directors to
allow independence of expression or additional confer meeting among
themselves in every quarter.

To ensure that Company’s operation is in compliant with the rules,
regulations and good corporate governance principles, the Board of
Directors has appointed the Corporate Secretary to act as the Secretary
to the Board of Directors and other Committees. The Secretary to the
Board has the major duties of (1) providing recommendations on complying
with the laws to Directors and Management, (2) coordinating to comply
with the Board’s resolutions (3) attending every meeting of the Board of
Directors, Committees and Shareholders and preparing such minutes of
those meetings (4) implementing any other tasks according to the SEC’s
regulations.

Training and development Programs for Directors and Executives

The Company concerns on Directors and Executives’ duty performances
since their first appointment by supporting the training of Directors
and Executives to attain any trainings or activities related to the
Company operation through related institutions constantly and regularly
such as the Securities and Exchange Commission, the Securities Exchange
of Thailand, Thai Institute of Directors Association (“IOD”) and public
and private academic institutions so that they can perform their duties
efficiently and develop themselves to cope with the changing situations.
In this regard, all Thai Directors has attended any trainings and
seminars that related to the Directors’ duty performances by IOD.

Summary of number of meetings and attendances of Directors for the year
2011-2012

+--------------+-------+-------+-------+---------+----------+-------+
| No.          | A     |       |       |         |          |       |
|              | ttend |       |       |         |          |       |
|              | ances |       |       |         |          |       |
|              | of    |       |       |         |          |       |
|              | Dire  |       |       |         |          |       |
|              | ctors |       |       |         |          |       |
|              | (% of |       |       |         |          |       |
|              | the   |       |       |         |          |       |
|              | e     |       |       |         |          |       |
|              | ntire |       |       |         |          |       |
|              | Board |       |       |         |          |       |
|              | mem   |       |       |         |          |       |
|              | bers) |       |       |         |          |       |
+--------------+-------+-------+-------+---------+----------+-------+
|              | Board | Audit | Exec  | Co      | Remu     | A     |
|              | of    | Comm  | utive | rporate | neration | nnual |
|              | Dire  | ittee |       | Gov     | C        |       |
|              | ctors |       | Comm  | ernance | ommittee | Ge    |
|              |       |       | ittee | &       |          | neral |
|              |       |       |       | Nom     |          | Me    |
|              |       |       |       | ination |          | eting |
|              |       |       |       | Co      |          |       |
|              |       |       |       | mmittee |          |       |
+--------------+-------+-------+-------+---------+----------+-------+
| For the year | -     | -     | -     | -       | -        | 9     |
| 2011-2012    |       |       |       |         |          | (     |
|              |       |       |       |         |          | 100%) |
+--------------+-------+-------+-------+---------+----------+-------+
| 1            | 9     | 3     | -     | 3       | 4 (100%) | -     |
|              | (     | (     |       | (100%)  |          |       |
|              | 100%) | 100%) |       |         |          |       |
+--------------+-------+-------+-------+---------+----------+-------+
| 2            | 8     | 3     | -     | 3       | 4 (100%) | -     |
|              | (90%) | (     |       | (100%)  |          |       |
|              |       | 100%) |       |         |          |       |
+--------------+-------+-------+-------+---------+----------+-------+
| 3            | 9     | 3     | -     | -       | -        | -     |
|              | (     | (     |       |         |          |       |
|              | 100%) | 100%) |       |         |          |       |
+--------------+-------+-------+-------+---------+----------+-------+
| 4            | 7     | 3     | -     | -       | -        | -     |
|              | (     | (     |       |         |          |       |
|              | 100%) | 100%) |       |         |          |       |
+--------------+-------+-------+-------+---------+----------+-------+
| 5            | 9     | -     | -     | -       | -        | -     |
|              | (     |       |       |         |          |       |
|              | 100%) |       |       |         |          |       |
+--------------+-------+-------+-------+---------+----------+-------+
| 6            | 8     | -     | -     | -       | -        | -     |
|              | (90%) |       |       |         |          |       |
+--------------+-------+-------+-------+---------+----------+-------+
| 7            | 7     |       |       |         |          |       |
|              | (90%) |       |       |         |          |       |
+--------------+-------+-------+-------+---------+----------+-------+
| 8            | 7     |       |       |         |          |       |
|              | (90%) |       |       |         |          |       |
+--------------+-------+-------+-------+---------+----------+-------+

Details of Directors attendances

In 2011-2012 (April 2011 – March 2012), Directors attended the meetings
as follows :

+---+--------------------+-----+-----+----+-------+-------+-----+---+
| N | Names              | Att |     |    |       |       |     |   |
| o |                    | end |     |    |       |       |     |   |
| . |                    | anc |     |    |       |       |     |   |
|   |                    | es/ |     |    |       |       |     |   |
|   |                    | Me  |     |    |       |       |     |   |
|   |                    | eti |     |    |       |       |     |   |
|   |                    | ngs |     |    |       |       |     |   |
|   |                    | (   |     |    |       |       |     |   |
|   |                    | tim |     |    |       |       |     |   |
|   |                    | es) |     |    |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
|   |                    | Bo  | Au  | E  | Corp  | Re    | G   | T |
|   |                    | ard | dit | xe | orate | muner | ene | o |
|   |                    | of  | Com | cu | Gover | ation | ral | t |
|   |                    | Dir | mit | ti | nance | Comm  |     | a |
|   |                    | ect | tee | ve | &     | ittee | Sh  | l |
|   |                    | ors |     |    | Nomin |       | are |   |
|   |                    |     |     | C  | ation |       | hol |   |
|   |                    |     |     | om | Comm  |       | der |   |
|   |                    |     |     | mi | ittee |       |     |   |
|   |                    |     |     | tt |       |       |     |   |
|   |                    |     |     | ee |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 1 | Mr. Hemant         | 7/8 | -   | -  | -     | -     | 1   | 8 |
| . | Madhusudan         |     |     |    |       |       |     | / |
|   | Nerurkar           |     |     |    |       |       |     | 9 |
|   |                    |     |     |    |       |       |     |   |
|   | Chairman           |     |     |    |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 2 | Mr. Kriang         | 8/8 | 4/4 | -  | -     | -     | 1   | 1 |
| . | Kiatfuengfoo       |     |     |    |       |       |     | 3 |
|   |                    |     |     |    |       |       |     | / |
|   | Independent        |     |     |    |       |       |     | 1 |
|   | Director and       |     |     |    |       |       |     | 3 |
|   |                    |     |     |    |       |       |     |   |
|   | Chairman of Audit  |     |     |    |       |       |     |   |
|   | Committee          |     |     |    |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 3 | Mr. Maris Samaram  | 7/8 | 4/4 | -  | 2/2   | -     | 1   | 1 |
| . |                    |     |     |    |       |       |     | 4 |
|   | Independent        |     |     |    |       |       |     | / |
|   | Director, Audit    |     |     |    |       |       |     | 1 |
|   | Committee          |     |     |    |       |       |     | 5 |
|   |                    |     |     |    |       |       |     |   |
|   | and Corporate      |     |     |    |       |       |     |   |
|   | Governance &       |     |     |    |       |       |     |   |
|   | Nomination         |     |     |    |       |       |     |   |
|   |                    |     |     |    |       |       |     |   |
|   | Committee          |     |     |    |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 4 | Asst. Prof.        | 8/8 | 4/4 | -  | 2/2   | 3/3   | 1   | 1 |
| . | Rawewan            |     |     |    |       |       |     | 8 |
|   | Peyayopanakul      |     |     |    |       |       |     | / |
|   |                    |     |     |    |       |       |     | 1 |
|   | Independent        |     |     |    |       |       |     | 8 |
|   | Director, Audit    |     |     |    |       |       |     |   |
|   | Committee,         |     |     |    |       |       |     |   |
|   |                    |     |     |    |       |       |     |   |
|   | Corporate          |     |     |    |       |       |     |   |
|   | Governance &       |     |     |    |       |       |     |   |
|   | Nomination         |     |     |    |       |       |     |   |
|   |                    |     |     |    |       |       |     |   |
|   | Committee and      |     |     |    |       |       |     |   |
|   | Remuneration       |     |     |    |       |       |     |   |
|   | Committee          |     |     |    |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 5 | Mr. Koushik        | 7/8 | -   | -  | 2/2   | 3/3   | 1   | 1 |
| . | Chatterjee         |     |     |    |       |       |     | 3 |
|   |                    |     |     |    |       |       |     | / |
|   | Director, Chairman |     |     |    |       |       |     | 1 |
|   | of Executive       |     |     |    |       |       |     | 4 |
|   | Committee,         |     |     |    |       |       |     |   |
|   |                    |     |     |    |       |       |     |   |
|   | Chairman of        |     |     |    |       |       |     |   |
|   | Corporate          |     |     |    |       |       |     |   |
|   | Governance &       |     |     |    |       |       |     |   |
|   |                    |     |     |    |       |       |     |   |
|   | Nomination         |     |     |    |       |       |     |   |
|   | Committee and      |     |     |    |       |       |     |   |
|   |                    |     |     |    |       |       |     |   |
|   | Chairman of        |     |     |    |       |       |     |   |
|   | Remuneration       |     |     |    |       |       |     |   |
|   | Committee          |     |     |    |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 6 | Mr. Taratorn       | 8/8 | -   | -  | -     | 3/3   | 1   | 1 |
| . | Premsoontorn       |     |     |    |       |       |     | 2 |
|   |                    |     |     |    |       |       |     | / |
|   | Director and       |     |     |    |       |       |     | 1 |
|   | Remuneration       |     |     |    |       |       |     | 2 |
|   | Committee          |     |     |    |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 7 | Mr. Peeyush        | 4/4 | -   | -  | -     | -     | 1   | 4 |
| . | Gupta⁽¹⁾           |     |     |    |       |       |     | / |
|   |                    |     |     |    |       |       |     | 4 |
|   | President and CEO  |     |     |    |       |       |     |   |
|   | and                |     |     |    |       |       |     |   |
|   |                    |     |     |    |       |       |     |   |
|   | Executive          |     |     |    |       |       |     |   |
|   | Committee          |     |     |    |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 8 | Mr. Peter John     | 3/4 | -   | -  | -     | -     | 1   | 3 |
| . | Hogg⁽²⁾            |     |     |    |       |       |     | / |
|   |                    |     |     |    |       |       |     | 4 |
|   | Director and       |     |     |    |       |       |     |   |
|   | Executive          |     |     |    |       |       |     |   |
|   | Committee          |     |     |    |       |       |     |   |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 9 | Mr. Thachart       | 4/4 | -   | -  | -     | -     | 1   | 5 |
| . | Viswanarth         |     |     |    |       |       |     | / |
|   | Narendran⁽³⁾       |     |     |    |       |       |     | 5 |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 1 | Mr. Hridayeshwar   | 4/4 | -   | -  | -     | 2/2   | 1   | 7 |
| 0 | Jha⁽⁴⁾             |     |     |    |       |       |     | / |
| . |                    |     |     |    |       |       |     | 7 |
+---+--------------------+-----+-----+----+-------+-------+-----+---+
| 1 | Mr. Laptawee       | 6/6 | -   | -  | -     | -     | 1   | 7 |
| 1 | Senavonge⁽⁵⁾       |     |     |    |       |       |     | / |
| . |                    |     |     |    |       |       |     | 7 |
+---+--------------------+-----+-----+----+-------+-------+-----+---+

Remark (1) Has been appointed as the President and CEO since February 1,
2012.

(2) Has been appointed as Director and Member of the Executive Committee
since September 23, 2011.

(3) Has been resigned from the positions as Director and Member of the
Executive Committee since

  September 23, 2011.

(4) Has been resigned from the positions as Director, Member of the
Executive Committee and Remuneration Committee since September 23, 2011.

(5) Has been resigned from the position as the President since January
1, 2012.