4.  Management

  ( 1 ) Structure of Management

  Board of Company

+---------------------------------+------------+----------------------+
| Names                           | Position   | Type of director     |
+---------------------------------+------------+----------------------+
| 1.  Mr. Prayoon                 | Chairman   | Executive director   |
|     Pholpipattanaphong          |            |                      |
+---------------------------------+------------+----------------------+
| 2.  Mr. Prapas                  | Managing   | Executive director   |
|     Pholpipattanaphong          | Director   |                      |
+---------------------------------+------------+----------------------+
| 3.  Mr. Suwat Phongphasura      | Director   | Executive director   |
+---------------------------------+------------+----------------------+
| 4.  Mr. Prayuth                 | Director   | Executive director   |
|     Pholpipatanaphong           |            |                      |
+---------------------------------+------------+----------------------+
| 5.  Mr. Ankoon                  | Director   | Executive director   |
|     Pholpipattanaphong          |            |                      |
+---------------------------------+------------+----------------------+
| 6.  Mr. Lan Mu Chiou            | Director   | Non-executive        |
|                                 |            | director             |
+---------------------------------+------------+----------------------+
| 7.  Mr. Kenichi Tai             | Director   | Non-executive        |
|                                 |            | director             |
+---------------------------------+------------+----------------------+
| 8.  Mr. Santichai Suakanonth    | Director   | Independent director |
+---------------------------------+------------+----------------------+
| 9.  Mr. Amnuay Yossuck          | Director   | Independent director |
+---------------------------------+------------+----------------------+
| 10. .Mr. Ampon Ruayfupant       | Director   | Independent director |
+---------------------------------+------------+----------------------+
| 11.Dr. Phusit Wonglorsaichon    | Director   | Independent director |
+---------------------------------+------------+----------------------+
| By Mr.Ankoon Pholpipattanaphong |            |                      |
| as Secretary to the Board of    |            |                      |
| Company                         |            |                      |
+---------------------------------+------------+----------------------+

  Board of Audit Committee

+---------------------------------+------------+-----------------------+
| Names                           | Position   | Type of director      |
+---------------------------------+------------+-----------------------+
| 1.  Mr. Santichai Suakanonth    | Chairman   | Independent director  |
+---------------------------------+------------+-----------------------+
| 2.  Mr. Amnuay Yossuck          | Director   | Independent director  |
+---------------------------------+------------+-----------------------+
| 3.  Mr. Ampon Ruayfupant        | Director   | Independent director  |
+---------------------------------+------------+-----------------------+
| Mr. Santichai Suakanonth –      |            |                       |
| certified Public Account No.    |            |                       |
| 422 is a person of              |            |                       |
| knowledgeable in accounting and |            |                       |
| experience in auditing          |            |                       |
| financial statements.           |            |                       |
|                                 |            |                       |
| By Mr. Suphot Sutthiprapa as    |            |                       |
| Secretary to the Board of Audit |            |                       |
| Committee                       |            |                       |
+---------------------------------+------------+-----------------------+

Board of Executive Directors

+---------------------------------+--------------+--------------------+
| Names                           | Position     | Type of director   |
+---------------------------------+--------------+--------------------+
| 1.  Mr. Prayoon                 | Chairman     | Executive director |
|     Pholpipattanaphong          |              |                    |
+---------------------------------+--------------+--------------------+
| 2.  Mr. Prapas                  | Managing     | Executive director |
|     Pholpipattanaphong          | Director     |                    |
+---------------------------------+--------------+--------------------+
| 3.  Mr. Suwat Phongphasura      | Director     | Executive director |
+---------------------------------+--------------+--------------------+
| 4.  Mr. Prayuth                 | Director     | Executive director |
|     Pholpipatanaphong           |              |                    |
+---------------------------------+--------------+--------------------+
| 5.  Mr. Ankoon                  | Director     | Executive director |
|     Pholpipattanaphong          |              |                    |
+---------------------------------+--------------+--------------------+
| By Mr. Ankoon                   |              |                    |
| Pholpipattanaphong as Secretary |              |                    |
| to the Board of Executive       |              |                    |
| Director                        |              |                    |
+---------------------------------+--------------+--------------------+

Board of Nomination and Remuneration Committee

+----------------------------------+-----------+----------------------+
| Names                            | Position  | Type of director     |
+----------------------------------+-----------+----------------------+
| 1.  Mr. Amnuay Yossuck           | Chairman  | Independent director |
+----------------------------------+-----------+----------------------+
| 2.  Mr. Santichai Suakanonth     | Director  | Independent director |
+----------------------------------+-----------+----------------------+
| 3.  Mr. Ampon Ruayfupant         | Director  | Independent director |
+----------------------------------+-----------+----------------------+
| 4.  Mr. Prapas                   | Director  | Executive director   |
|     Pholpipattanaphong           |           |                      |
+----------------------------------+-----------+----------------------+
| 5.  Mr. Wanchandr                | Director  | Legal Advisor        |
|     Sivaboonyawongs              |           |                      |
+----------------------------------+-----------+----------------------+
| By Mr. Wanchandr Sivaboonyawongs |           |                      |
| as Secretary to the Board of     |           |                      |
| Nomination &                     |           |                      |
|                                  |           |                      |
| Remuneration Committee           |           |                      |
+----------------------------------+-----------+----------------------+

Board of Corporate Governance Committee

+----------------------------------+-----------+----------------------+
| Names                            | Position  | Type of director     |
+----------------------------------+-----------+----------------------+
| 1.  Mr. Prayuth                  | Chairman  | Executive director   |
|     Pholpipatanaphong            |           |                      |
+----------------------------------+-----------+----------------------+
| 2.  Mr. Ankoon                   | Director  | Executive director   |
|     Pholpipattanaphong           |           |                      |
+----------------------------------+-----------+----------------------+
| 3.  Mr. Ampon Ruayfupant         | Director  | Independent director |
+----------------------------------+-----------+----------------------+
| 4.  Dr. Phusit Wonglorsaichon    | Director  | Independent director |
+----------------------------------+-----------+----------------------+
| 5.  Mr. Sakda Phimmuang          | Director  | Accounting Manager   |
+----------------------------------+-----------+----------------------+
| By Mr. Sakda Phimmuang as        |           |                      |
| Secretary to the Board of        |           |                      |
| Corporate Governance             |           |                      |
|                                  |           |                      |
| Committee                        |           |                      |
+----------------------------------+-----------+----------------------+

Board of Risk Management Committee

+---------------------------------+-------------+---------------------+
| Names                           | Position    | Type of director    |
+---------------------------------+-------------+---------------------+
| 1.Mr.Prapas Pholpipattanaphong  | Chairman    | Executive director  |
+---------------------------------+-------------+---------------------+
| 2.Mr.Suwat Phongphasrra         | Director    | Executive director  |
+---------------------------------+-------------+---------------------+
| 3.Mr.Ankoon Pholpipattanaphong  | Director    | Executive director  |
+---------------------------------+-------------+---------------------+
| 4.Mr.Prayuth Pholpipatanaphong  | Director    | Executive director  |
+---------------------------------+-------------+---------------------+
| 5.Mr.Wanchandr Sivaboonyasongs  | Director    | Legal advisor       |
+---------------------------------+-------------+---------------------+
| 6.Mr.Sakda Phimmuang            | Director    | Accounting manager  |
+---------------------------------+-------------+---------------------+
| By Mr.Sakda Ph                  |             |                     |
| immuang as Secretary to the Boa |             |                     |
| rd of Risk Management Committee |             |                     |
+---------------------------------+-------------+---------------------+

 

 Executive Officers and Manager

+----------------------+---------------------+------------------------+
| Names                | Position            | Education              |
+----------------------+---------------------+------------------------+
| 1.Mr.Sakda Phimmuang | Accounting Manager  | Bache                  |
|                      |                     | lor of Accounting, MBA |
+----------------------+---------------------+------------------------+
| 2.Mis                | Plant Manager       | Ba                     |
| s Piyalak Chuapoodee |                     | chelor of Food Science |
+----------------------+---------------------+------------------------+
| 3.Mr                 | Plant Manager       | Mechanical Engineer    |
| . Piroj Charoensanti |                     |                        |
+----------------------+---------------------+------------------------+
| 4                    | Office Manager      | Bache                  |
| .Mr. Rangsit Ojaroen |                     | lor of Art in Economic |
+----------------------+---------------------+------------------------+
| 5.Miss               | Office Manager      | Diploma                |
|  Warissara Kangkanka |                     |                        |
+----------------------+---------------------+------------------------+
| 6.Mi                 | Vice                | Bachelor of Accounting |
| ss Chanita Tiparadee |  Accounting Manager |                        |
+----------------------+---------------------+------------------------+
| 7.Miss               | Vice Office Manager | M.S.-Art in            |
|  Thanarat Thepyothin |                     | Industrial Psychology  |
+----------------------+---------------------+------------------------+
| 8.Mr                 | Vice Plant Manager  | Ba                     |
| .Piyaraj Koonprayong |                     | chelor of Food Science |
+----------------------+---------------------+------------------------+
| 9.Mr. Boonmee Saman  | Vice Plant Manager  | Bachelor of Pl         |
|                      |                     | ant Science (Agronomy) |
+----------------------+---------------------+------------------------+
| 10                   | Vice Q              | Master of Food Science |
| .Mr. Thanom Chaiwong | uality Assurance &  |                        |
|                      | Development Manager |                        |
+----------------------+---------------------+------------------------+
| 11.Mr                | Vice Q              | Ba                     |
| . Chanwit Suwannarat | uality Assurance &  | chelor of Food Science |
|                      | Development Manager |                        |
+----------------------+---------------------+------------------------+
| 12                   | A                   | Agricultural           |
| .Mr. Sairung Boontom | ssis.Office Manager | Education Horticulture |
+----------------------+---------------------+------------------------+

Directors - Subsidiaries Company (Agrifood Processing Co., Ltd.)

Mr. Prayoon Pholpipattanaphong

Mr. Prapas Pholpipattanaphong

Mr. Prayuth Pholpipatanaphong

Mr. Ankoon Pholpipattanaphong

Mr. Suwat Phongphasura

Biography of the Directors

1.Mr. Prayoon Pholpipattanaphong

+----------------------------+-----------------------------------------+
| Type of director           | Executive director (Chairman of Board   |
|                            | of Director)                            |
+----------------------------+-----------------------------------------+
| Age                        | 79 years                                |
+----------------------------+-----------------------------------------+
| Education                  | Accounting profession                   |
+----------------------------+-----------------------------------------+
| Other qualifications       | Honorary Doctor, Agricultural, Maejoe   |
|                            | University                              |
+----------------------------+-----------------------------------------+
| Director training program  | DAP-15                                  |
+----------------------------+-----------------------------------------+
| Experience                 | Chairman of Chiangmai Frozen Foods      |
|                            | PCL., from Nov. 3, 1988-present         |
+----------------------------+-----------------------------------------+
| Positions in other listed  | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | Director of Agrifood Processing Co.,    |
| companies                  | Ltd., from Jun. 6, 2003-present         |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
|                            |                                         |
|                            | Board of Executive Director Meeting 2 / |
|                            | 2 times                                 |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 25 years                                |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | 306,517 shares or 0.08%                 |
| 31’2012                    |                                         |
+----------------------------+-----------------------------------------+

2.Mr. Prapas Pholpipattanaphong

+----------------------------+-----------------------------------------+
| Type of director           | Executive director (Managing Director)  |
+----------------------------+-----------------------------------------+
| Age                        | 64 years                                |
+----------------------------+-----------------------------------------+
| Education                  | High school certificate                 |
+----------------------------+-----------------------------------------+
| Director training program  | DAP-8                                   |
+----------------------------+-----------------------------------------+
| Experience                 | Managing Director of Chiangmai Frozen   |
|                            | Foods PCL., from Nov. 3, 1988-present   |
+----------------------------+-----------------------------------------+
| Positions in other listed  | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | Director of Agrifood Processing Co.,    |
| companies                  | Ltd., from Jun. 6, 2003-present         |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
|                            |                                         |
|                            | Executive Director Meeting 2 / 2 times  |
|                            |                                         |
|                            | Board of Nomination & Remuneration      |
|                            | Meeting 1 / 1 time                      |
|                            |                                         |
|                            | Board of Risk Management Meeting 1 / 1  |
|                            | time                                    |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 25 years                                |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | Private 10,007,830 shares or 2.63%      |
| 31’2012                    |                                         |
|                            | Spouse 6,058,370 shares or 1.59%        |
|                            |                                         |
|                            | Total 16,066,200 shares or 4.22%        |
+----------------------------+-----------------------------------------+

3.Mr. Suwat Phongphasura

+----------------------------+-----------------------------------------+
| Type of director           | Executive director                      |
+----------------------------+-----------------------------------------+
| Age                        | 71 years                                |
+----------------------------+-----------------------------------------+
| Education                  | High school certificate                 |
+----------------------------+-----------------------------------------+
| Director training program  | DAP-12                                  |
+----------------------------+-----------------------------------------+
| Experience                 | Executive director of Chiangmai Frozen  |
|                            | Foods PCL., from Nov. 3, 1988-present   |
+----------------------------+-----------------------------------------+
| Positions in listed        | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | Director of Agrifood Processing Co.,    |
| companies                  | Ltd., from Jun. 24, 2005-present        |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
|                            |                                         |
|                            | Board of Executive Director Meeting 2 / |
|                            | 2 times                                 |
|                            |                                         |
|                            | Board of Risk Management Meeting 1 / 1  |
|                            | time                                    |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 25 years                                |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | 2,450,250 shares or 0.64%               |
| 31’2012                    |                                         |
+----------------------------+-----------------------------------------+

4.Mr. Prayuth Pholpipatanaphong

+----------------------------+-----------------------------------------+
| Type of director           | Executive director                      |
+----------------------------+-----------------------------------------+
| Age                        | 66 years                                |
+----------------------------+-----------------------------------------+
| Education                  | Bachelor of Science, Chulalongkorn      |
|                            | University                              |
+----------------------------+-----------------------------------------+
| Director training program  | None                                    |
+----------------------------+-----------------------------------------+
| Experience                 | Business Development Manager-Chiangmai  |
|                            | Frozen                                  |
|                            |                                         |
|                            | Foods PCL., from Jan. 2, 2003-present   |
|                            |                                         |
|                            | Director-Chiangmai Frozen Foods PCL.,   |
|                            | from Apr. 30, 2010-present              |
|                            |                                         |
|                            | Director- Esso Thailand(2000-2001)      |
+----------------------------+-----------------------------------------+
| Positions in listed        | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | Executive Director- Agrifood Processing |
| companies                  | Co., Ltd., from Jun. 6, 2003-present    |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
|                            |                                         |
|                            | Board of Executive Director Meeting 2 / |
|                            | 2 times                                 |
|                            |                                         |
|                            | Board of Corporate Governance Meeting 1 |
|                            | / 1 time                                |
|                            |                                         |
|                            | Board of Risk Management Meeting 1 / 1  |
|                            | time                                    |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 3 year                                  |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | 1,052 shares or -%                      |
| 31’2012                    |                                         |
+----------------------------+-----------------------------------------+

5.Mr. Ankoon Pholpipattanaphong

+----------------------------+-----------------------------------------+
| Type of director           | Executive director (Asst. Managing      |
|                            | Director, Secretary)                    |
+----------------------------+-----------------------------------------+
| Age                        | 43 years                                |
+----------------------------+-----------------------------------------+
| Education                  | Master of Business Administration-      |
|                            | Colorado University                     |
|                            |                                         |
|                            | Bachelor of Communication, Bangkok      |
|                            | University                              |
+----------------------------+-----------------------------------------+
| Director training program  | DAP-12, UFS-10                          |
+----------------------------+-----------------------------------------+
| Experience                 | Director & Marketing Manager of         |
|                            | Chiangmai Frozen                        |
|                            |                                         |
|                            | Foods PCL., from Apr. 27, 2000-present  |
|                            |                                         |
|                            | Assis.Managing Director of Chiangmai    |
|                            | Frozen Foods                            |
|                            |                                         |
|                            | PCL., from Feb. 1, 2007-present         |
|                            |                                         |
|                            | Company’s Secretary of Chiangmai Frozen |
|                            | Foods                                   |
|                            |                                         |
|                            | PCL., from Feb. 28, 2008-present        |
+----------------------------+-----------------------------------------+
| Positions in listed        | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | Director of Agrifood Processing Co.,    |
| companies                  | Ltd., from Jun. 6, 2003-present         |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
|                            |                                         |
|                            | Board of Executive Director Meeting 2 / |
|                            | 2 times                                 |
|                            |                                         |
|                            | Board of Corporate Governance Meeting 1 |
|                            | / 1 time                                |
|                            |                                         |
|                            | Board of Risk Management Meeting 1 / 1  |
|                            | time                                    |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 13 years                                |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | Private 3,702,600 shares or 0.96%       |
| 31’2012                    |                                         |
|                            | Spouse 181,500 shares or 0.05%          |
|                            |                                         |
|                            | Child 363,000 shares or 0.10%           |
|                            |                                         |
|                            | Total 4,247,100 shares or 1.11%         |
+----------------------------+-----------------------------------------+

6.Mr. Lan Mu Chiou

+----------------------------+-----------------------------------------+
| Type of director           | Non-executive director                  |
+----------------------------+-----------------------------------------+
| Age                        | 65 years                                |
+----------------------------+-----------------------------------------+
| Education                  | High school certificate                 |
+----------------------------+-----------------------------------------+
| Director training program  | None                                    |
+----------------------------+-----------------------------------------+
| Experience                 | Director of Chiangmai Frozen Foods      |
|                            | PCL., from Nov. 3, 1988-present         |
+----------------------------+-----------------------------------------+
| Positions in listed        | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 4 / 6 times   |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 25 years                                |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | Private 12,886,724 shares or 3.38%      |
| 31’2012                    |                                         |
|                            | Spouse 5,144,106 shares or 1.35%        |
|                            |                                         |
|                            | Total 18,030,830 shares or 4.73%        |
+----------------------------+-----------------------------------------+

7.Mr. Kenichi Tai

+----------------------------+-----------------------------------------+
| Type of director           | Non-executive director                  |
+----------------------------+-----------------------------------------+
| Age                        | 47 years                                |
+----------------------------+-----------------------------------------+
| Education                  | Bachelor-Economy, Keio University       |
+----------------------------+-----------------------------------------+
| Director training program  | None                                    |
+----------------------------+-----------------------------------------+
| Experience                 | Executive-Itochu Corporation            |
|                            | (1989-2010)                             |
|                            |                                         |
|                            | Executive-Itochu (Thailand) Ltd., from  |
|                            | Aug. 2010-present                       |
|                            |                                         |
|                            | Director-Chiangmai Frozen Foods PCL.,   |
|                            | from Aug. 13, 2010-present              |
+----------------------------+-----------------------------------------+
| Positions in listed        | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 3 years                                 |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | None                                    |
| 31’2012                    |                                         |
+----------------------------+-----------------------------------------+

8.Mr. Santichai Suakanonth 

+----------------------------+-----------------------------------------+
| Type of director           | Independent director                    |
+----------------------------+-----------------------------------------+
| Age                        | 79 years                                |
+----------------------------+-----------------------------------------+
| Education                  | Bachelor of Commercial, Thammasat       |
|                            | University                              |
|                            |                                         |
|                            | Bachelor of Accounting, Thammasat       |
|                            | University                              |
+----------------------------+-----------------------------------------+
| Other qualification        | Certified Public Accountant             |
|                            | Registration No. 422                    |
+----------------------------+-----------------------------------------+
| Director training program  | DAP-15, ACP13/2549                      |
+----------------------------+-----------------------------------------+
| Experience                 | Manager of Krungsriayudhya Bank,        |
|                            | Pernchit Office                         |
|                            |                                         |
|                            | (1993-1995)                             |
|                            |                                         |
|                            | Independent Director-Chiangmai Frozen   |
|                            | Foods PCL., from Nov. 20, 1992-present  |
+----------------------------+-----------------------------------------+
| Positions in listed        | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
|                            |                                         |
|                            | Board of Audit Committee Meeting 4 / 4  |
|                            | times                                   |
|                            |                                         |
|                            | Board of Nomination & Remuneration      |
|                            | Meeting 1 / 1 time                      |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 21 years                                |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | 45,738 shares or 0.01%                  |
| 31’2012                    |                                         |
+----------------------------+-----------------------------------------+

9.Mr. Amnuay Yossuck

+----------------------------+-----------------------------------------+
| Type of director           | Independent director                    |
+----------------------------+-----------------------------------------+
| Age                        | 76 years                                |
+----------------------------+-----------------------------------------+
| Education                  | Master of Economic (Agriculture),       |
|                            | Arisona University                      |
|                            |                                         |
|                            | Bachelor of Economics, Thammasat        |
|                            | University                              |
+----------------------------+-----------------------------------------+
| Other qualification        | Honorary Doctor, Cooperative            |
|                            | Agricultural, Maejoe University         |
+----------------------------+-----------------------------------------+
| Director training program  | DAP-15                                  |
+----------------------------+-----------------------------------------+
| Experience                 | Deputy Minister, Ministry of Public     |
|                            | Health(1981-1983)                       |
|                            |                                         |
|                            | Deputy Minister, Ministry of Finance    |
|                            | (1983-1985)                             |
|                            |                                         |
|                            | Deputy Minister, Ministry of Commerce   |
|                            | (1985-1986)                             |
|                            |                                         |
|                            | Prime Minister Adviser (1988-1990)      |
|                            |                                         |
|                            | Deputy Minister, Ministry of Foreign    |
|                            | Affairs (1985-1986)                     |
|                            |                                         |
|                            | Independent Director-Chiangmai Frozen   |
|                            | Foods PCL., from Mar. 12, 1993-present  |
+----------------------------+-----------------------------------------+
| Positions in listed        | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | Chairman of Board of Director of        |
| companies                  | Piriyapol International (1986-present)  |
|                            |                                         |
|                            | President of Mae Joe University Council |
|                            | (1999-present)                          |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
|                            |                                         |
|                            | Board of Audit Committee Meeting 4 / 4  |
|                            | times                                   |
|                            |                                         |
|                            | Board of Nomination & Remuneration      |
|                            | Meeting 1 / 1 time                      |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 20 years                                |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | 667,920 shares or 0.18%                 |
| 31’2012                    |                                         |
+----------------------------+-----------------------------------------+

10.Mr. Ampon Ruayfupant

+----------------------------+-----------------------------------------+
| Type of director           | Independent director                    |
+----------------------------+-----------------------------------------+
| Age                        | 44 years                                |
+----------------------------+-----------------------------------------+
| Education                  | Master of Business-Finance, Cornell     |
|                            | University                              |
|                            |                                         |
|                            | Bachelor-Business Administration,       |
|                            | Assumption University                   |
+----------------------------+-----------------------------------------+
| Director training program  | None                                    |
+----------------------------+-----------------------------------------+
| Experience                 | Risk Management Manager of GE           |
|                            | Capital(1994-1996)                      |
|                            |                                         |
|                            | Independent Director-Chiangmai Frozen   |
|                            | Foods PCL., from Apr. 26, 2006-present  |
+----------------------------+-----------------------------------------+
| Positions in listed        | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | Executive director of Pilot Knit Sport  |
| companies                  | Wear Co., Ltd. (2000-present)           |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
|                            |                                         |
|                            | Board of Audit Committee Meeting 4 / 4  |
|                            | times                                   |
|                            |                                         |
|                            | Board of Nomination & Remuneration      |
|                            | Meeting 1 / 1 time                      |
|                            |                                         |
|                            | Board of Corporate Governance Meeting 1 |
|                            | / 1 time                                |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 7 years                                 |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | 71,874 shares or 0.02%                  |
| 31’2012                    |                                         |
+----------------------------+-----------------------------------------+

11.Dr. Phusit Wonglorsaichon

+----------------------------+-----------------------------------------+
| Type of director           | Independent director                    |
+----------------------------+-----------------------------------------+
| Age                        | 42 years                                |
+----------------------------+-----------------------------------------+
| Education                  | Ph.D - Business Administration          |
|                            |                                         |
|                            | Nova Southeastern University.           |
|                            |                                         |
|                            | Master of Business Administration       |
|                            | (Honor)                                 |
|                            |                                         |
|                            | Indianapolis University.                |
|                            |                                         |
|                            | Bachelor - Material Science, Ceramics   |
|                            |                                         |
|                            | Chulalongkorn University                |
+----------------------------+-----------------------------------------+
| Director training program  | None                                    |
+----------------------------+-----------------------------------------+
| Experience                 | Lecturer, University of the Thai        |
|                            | Chamber of Commerce                     |
|                            |                                         |
|                            | -start Jun. 1, 2005-present             |
|                            |                                         |
|                            | Director of D.B.A. (Management),        |
|                            | University of the Thai                  |
|                            |                                         |
|                            | Chamber of Commerce.-start Jul. 23,     |
|                            | 2011-present                            |
|                            |                                         |
|                            | Director of MBA Online (Management),    |
|                            | University of the                       |
|                            |                                         |
|                            | Thai Chamber of Commerce.-start Sep.    |
|                            | 28, 2012-present                        |
|                            |                                         |
|                            | Independent Director-Chiangmai Frozen   |
|                            | Foods PCL.,                             |
|                            |                                         |
|                            | from Apr. 30, 2010-present              |
+----------------------------+-----------------------------------------+
| Positions in listed        | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in non-listed    | None                                    |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Positions in rival         | None                                    |
| companies / related        |                                         |
| companies                  |                                         |
+----------------------------+-----------------------------------------+
| Meeting attendance in 2012 | Board of Director Meeting 6 / 6 times   |
|                            |                                         |
|                            | Board of Corporate Governance 1 / 1     |
|                            | time                                    |
+----------------------------+-----------------------------------------+
| No. of years on the board  | 3 years                                 |
+----------------------------+-----------------------------------------+
| CM Shareholding on Dec.    | None                                    |
| 31’2012                    |                                         |
+----------------------------+-----------------------------------------+

Change on holding securities of company director in the cycle year of
2012

+---+-----------------------+------+--------+--------+--------+--------+
| N |                       |      | Po     | Hold   | Hold   | Change |
| a |                       |      | sition | the    | the    |        |
| m |                       |      |        | share, | share, |        |
| e |                       |      |        |        |        |        |
| s |                       |      |        | beg    | end    |        |
|   |                       |      |        | inning |        |        |
| - |                       |      |        | of the | of the |        |
| S |                       |      |        | year   | year   |        |
| u |                       |      |        |        |        |        |
| r |                       |      |        |        |        |        |
| n |                       |      |        |        |        |        |
| a |                       |      |        |        |        |        |
| m |                       |      |        |        |        |        |
| e |                       |      |        |        |        |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 1 | Mr.Prayoon            |      | Ch     | 3      | 3      | -      |
|   | Pholpipattanaohong    |      | airman | 06,517 | 06,517 |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 2 | Mr.Prapas             | Pri  | Ma     | 10,0   | 10,0   | -      |
|   | Pholpipattanaphong    | vate | naging | 77,830 | 77,830 |        |
|   |                       |      | Di     |        |        | -      |
|   |                       | Sp   | rector | 6,0    | 6,0    |        |
|   |                       | ouse |        | 58,370 | 58,370 | -      |
|   |                       |      |        |        |        |        |
|   |                       | T    |        | 16,0   | 16,0   |        |
|   |                       | otal |        | 66,200 | 66,200 |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 3 | Mr.Suwat Phongphasura |      | Exe    | 2,4    | 2,4    | -      |
|   |                       |      | cutive | 50,250 | 50,250 |        |
|   |                       |      | Di     |        |        |        |
|   |                       |      | rector |        |        |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 4 | Mr.Prayuth            |      | Exe    | 1,052  | 1,052  | -      |
|   | Pholpipatanaphong     |      | cutive |        |        |        |
|   |                       |      |        |        |        |        |
|   |                       |      | Di     |        |        |        |
|   |                       |      | rector |        |        |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 5 | Mr.Ankoon             | Pri  | Exe    | 3,7    | 3,7    | -      |
|   | Pholpipattanaphong    | vate | cutive | 02,600 | 02,600 |        |
|   |                       |      |        |        |        | -      |
|   |                       | Sp   | Di     | 1      | 1      |        |
|   |                       | ouse | rector | 81,500 | 81,500 | -      |
|   |                       |      |        |        |        |        |
|   |                       | C    |        | 3      | 3      | -      |
|   |                       | hild |        | 63,000 | 63,000 |        |
|   |                       |      |        |        |        |        |
|   |                       | T    |        | 4,2    | 4,2    |        |
|   |                       | otal |        | 47,100 | 47,100 |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 6 | Mr.Lan Mu Chiou       | Pri  | Di     | 12,8   | 12,8   | -      |
|   |                       | vate | rector | 86,724 | 86,724 |        |
|   |                       |      |        |        |        | -      |
|   |                       | Sp   |        | 5,1    | 5,1    |        |
|   |                       | ouse |        | 44,106 | 44,106 | -      |
|   |                       |      |        |        |        |        |
|   |                       | T    |        | 18,0   | 18,0   |        |
|   |                       | otal |        | 30,830 | 30,830 |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 7 | Mr.Kenichi Tai        |      | Di     | -      | -      | -      |
|   |                       |      | rector |        |        |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 8 | Mr.Santichai          |      | Indep  | 45,738 | 45,738 | -      |
|   | Suakanonth            |      | endent |        |        |        |
|   |                       |      | Di     |        |        |        |
|   |                       |      | rector |        |        |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 9 | Mr.Amnuay Yossuck     |      | Indep  | 6      | 6      | -      |
|   |                       |      | endent | 67,920 | 67,920 |        |
|   |                       |      | Di     |        |        |        |
|   |                       |      | rector |        |        |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 1 | Mr.Ampon Yuayfupant   |      | Indep  | 71,874 | 71,874 | -      |
| 0 |                       |      | endent |        |        |        |
|   |                       |      | Di     |        |        |        |
|   |                       |      | rector |        |        |        |
+---+-----------------------+------+--------+--------+--------+--------+
| 1 | Dr.Phusit             |      | Indep  | -      | -      | -      |
| 1 | Wonglorsaichon        |      | endent |        |        |        |
|   |                       |      | Di     |        |        |        |
|   |                       |      | rector |        |        |        |
+---+-----------------------+------+--------+--------+--------+--------+

Limit of duty authority of Board of Company

1.  Board of Company have an authority according to the regulation of
    the company which include supervision and management the company in
    accordance with laws, objective, regulation and resolution at the
    shareholder meeting.

2.  To formulate visibility, direction and tactics of the company.

3.  To give approval for important tactics and policy including
    objective, financial target and company plan also follow up,
    supervise to have practice as planned.

4.  To manage having account system, financial report and auditing
    inclusive supervise for having an internal control system and
    internal audit to be efficiently and effective.

5.  To investigate supervising and manage to amend problem of conflicts
    on benefits that may arise inclusive related subject.

6.  To formulate risk management line and supervise executive for having
    system or efficiently process in risk management.

7.  To supervise in having system or mechanism of paying suitable
    remuneration to the high rank of executive to create inducement
    power both in short-run and long-run.

8.  To supervise for having appropriately channel of communicate with
    each group of shareholder and stakeholder of the company
    appropriately.

9.  Allow to have disclosure of correct information, clear, transparent,
    reliably and high standard.

10.To be a leader and good example in practice.

Balance of power for Non-executive Directors

Board of Company consist of 11 Directors as follows:

-   5 Executive Directors

-   2 Non-executive Directors

-   4 Independent Directors

The Chairman of the company though is having blood relations with
Managing Director but having a view in freely operation. Also Board of
Company structure consist of directors represented from two main
shareholders group which would incur balance of power and 4 Independent
Directors can freely verify and upright. Therefore it convinces that the
Chairman and Managing Director have served their duty extremely in the
capacity as representative of shareholders and having appropriate
balance of power.

Aggregation or segregation of positions

The Chairman and Managing Director are not the same person so as to make
the role separated clearly.

Board of Directors’ Meeting

1.  The Company formulates advance table of the Board of Director
    Meeting yearly by formulating to have a regular meeting at least one
    time/quarter and each director acknowledges of it.

2.  The Chairman and Managing Director joint in consideration for agenda
    meeting.

3.  To manage in sending invitation letter for meeting, agenda of a
    meeting and document for meeting to the directors in advanced at
    least 7 days before meeting enable to have time for considering
    information sufficiently.

4.  To formulate in having the directors attend the meeting with quorum
    when having considered to resolve in important matters such as list
    of obtained or distributed assets of the company and subsidiary
    company that affect to the company, expansion of investment project,
    formulate work level of executive power, formulate financial
    management policy and risk management above all.

5.  In the meeting, if any director who is a stakeholder in the
    considering agenda, must depart from the meeting before begin
    considering in that agenda.

6.  Every director has a right to present the subject to the agenda of a
    meeting, examine document for meeting and other important documents.
    If any doubt, other directors and management must operate for
    answering that doubt.

7.  Company Secretary or one who has assigned must manage minutes of the
    Board of Director Meeting completely within time formulated by the
    laws.

Board of Sub-Committees

The Board of Company have appointed Board of Sub-committee to help in
governing the activity of the company as follows:

Board of Executive Directors

Established on January 4, 2000 consist of 3 Executive Directors,
appointed more 1 person on March 22, 2005 and more 1 person on August
13, 2010 total 5 persons by formulating authority as follows:

1.  To formulate an executive policy and operation direction to
    coordinate with policy and company objectives with intends to create
    security and maximum advantage to the company.

2.  To governance the management to proceed as policy that formulate
    with efficiently and effectively.

3.  To have authority to consent in buying assets investment, other
    expenditures and or borrow money in amount not exceed 30 million
    baht per time. In case amount exceed 30 million baht, let ask
    approval from the Board of Company meeting first, except in
    necessity urgent case, let give consent prior payment and inform
    Board of Director later.

4.  To act others as assigned by Board of Company.

“Mr. Prayoon Pholpipattanaphong, Chairman or Mr. Prapas
Pholpipattanaphong, Managing Direcor or Mr. Suwat Phongphasura gives
signature and stamp of the company”

Board of Audit Committee

Established on August 28, 1998 with holding term each time 3 years,
consist of 3 directors which are all Independent Directors and one
Independent Director namely: Mr. Santichai Suakanonth is knowledgeable
in accounting and financial which names are as follows:

1. Mr. Santichai Suakanonth Chairman

2. Mr. Amnuay Yossuck Audit Committee

3. Mr. Ampon Ruayfupant Audit Committee

By Mr. Suphot Sutthiprapa as Secretary to the Board of Audit Committee

Audit Committee hold regular meeting. In the year 2011, they held total
4 times meeting and reported to the Board of Company. Audit Committees
have a duty to consider and proceed as follows:

1.  To verify report of company financial before propose to the Board of
    Director.

2.  To provide advice concerning appointing and fixing remuneration of
    company auditor to join together with auditor concerning objectives,
    limit, guide line and inspection plan including problem find during
    inspection and the point that auditor thinks it has important
    essence.

3.  To join together with company interior audit concerning objectives
    and inspection planning, an assessment effective of internal control
    system of the company and adequacy of resources that use in internal
    inspection include report of inspection result and problem find
    during inspection.

4.  To provide consultation and consider reviewing inspection result and
    proposal both independent auditor and internal audit section include
    follow up the operation of management to such proposal in order to
    propose to the Board of Company for acknowledgement.

5.  To governance in having acted according to the law and provision of
    the section that governance the company.

6.  To governance in having important risk management of the company.

Board of Nomination & Remuneration Committee

Established on August 13, 2009 with holding term each time 3 years.
There are 5 Directors, consist of 3 Independent Directors, 1 Executive
Director and 1 Legal Advisor in which Independent Director performs duty
as Chairman, having an authority to select appropriate qualified person
to be director as provision of the company and qualified as the
provision of Securities and Stock Exchange of Thailand and Securities
and Exchange Commission to present toward Board of Company to consider
for approval and present to the Shareholder Meeting for appointing and
have an authority to consider the style and basis of paying remuneration
of directors to recommend an opinion toward Board of Company and Board
of Company will present in the Shareholder Meeting for approval.

Board of Corporate Governance Committee

Appointed on November 12, 2012, having holding period of each 3 years.
There are five directors consisting of Board of Company, executives
and/or other qualified persons. At least one director of corporate
governance must come from Independent Director which have an authority
in arranging policy of corporate governance under the frame of laws,
basis, discipline and regulations that are current issue of organization
that perform duty on corporate governance such as The Stock Exchange of
Thailand, Securities and Exchange Commission and related units through
the guide line in good corporate governance that are international
standard and provide advice to the directors, executives, officials of
the company in performance duty as frame and basis of corporate
governance policy so as to allow performance duty of directors and
management of executive section to be in good manner, good resulting in
performance and having appropriate continuation to be in accordance with
expectancy of the shareholders and every group of stakeholders.

Board of Risk Management Committee

The company manages to have Board of Risk Management Committee comprise
4 Executive Directors, 1 Executive and 1 Legal Adviser to consider
formulating the policy and system of risk management, follow up result
in risk management from the process of pointing out, analyze, management
assess, follow up and report in system inclusive to provide supporting
by managing to have advisory of risk management process to various
internal sections through follow up to have continuously and regularly
practice to the whole company.

Meeting attendance of each director concludes as follows:

  ------------------------------- ------------ ----------- ---------- -------
  Name list                       Period of    Attending              
                                  rank hold    meeting /              
                                               total                  
                                               meeting                
                                               (times)                

                                               Normal      Special    Total
                                               meeting     meeting    

  1.Mr. Prayoon                   3 years      6 / 6       -          6 / 6
  Pholpipattanaphong                                                  

  2.Mr. Prapas Pholpipattanaphong 3 years      6 / 6       -          6 / 6

  3.Mr. Suwat Phongphasura        3 years      6 / 6       -          6 / 6

  4.Mr. Prayuth Pholpipatanaphong 3 years      6 / 6       -          6 / 6

  5.Mr. Ankoon Pholpipattanaphong 3 years      6 / 6       -          6 / 6

  6.Mr. Lan Mu Chiou              3 years      4 / 6       -          4 / 6

  7.Mr. Kenichi Tai               3 years      6 / 6       -          6 / 6

  8.Mr. Santichai Suakanonth      3 years      6 / 6       -          6 / 6

  9.Mr. Amnuay Yossuck            3 years      6 / 6       -          6 / 6

  10.Mr. Ampon Ruayfupant         3 years      6 / 6       -          6 / 6

  11.Dr. Phusit Wonglorsaichon    3 years      6 / 6       -          6 / 6
  ------------------------------- ------------ ----------- ---------- -------

Meeting attendance of each sub-committee concludes as follows:

+---------------------------+------+------+--------+-------+-------+
| Name list                 | B    | B    | Board  | Board | Board |
|                           | oard | oard | of     | of    | of    |
|                           | of   | of   | Nomi   | Corp  | Risk  |
|                           | E    | A    | nation | orate | Manag |
|                           | xecu | udit | &      |       | ement |
|                           | tive | C    | Remune | Gover | Comm  |
|                           | D    | ommi | ration | nance | ittee |
|                           | irec | ttee | Com    |       |       |
|                           | tors |      | mittee | Comm  |       |
|                           |      |      |        | ittee |       |
+---------------------------+------+------+--------+-------+-------+
| 1.Mr. Prayoon             | 2 /  |      |        |       |       |
| Pholpipattanaphong        | 2    |      |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 2.Mr. Prapas              | 2 /  |      | 1 / 1  |       | 1 / 1 |
| Pholpipattanaphong        | 2    |      |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 3.Mr. Suwat Phongphasura  | 2 /  |      |        |       | 1 / 1 |
|                           | 2    |      |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 4.Mr. Prayuth             | 2 /  |      |        | 1 / 1 | 1 / 1 |
| Pholpipatanaphong         | 2    |      |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 5.Mr. Ankoon              | 2 /  |      |        | 1 / 1 | 1 / 1 |
| Pholpipattanaphong        | 2    |      |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 6.Mr. Santichai           |      | 4 /  | 1 / 1  |       |       |
| Suakanonth                |      | 4    |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 7.Mr. Amnuay Yossuck      |      | 4 /  | 1 / 1  |       |       |
|                           |      | 4    |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 8.Mr. Ampon Ruayfupant    |      | 4 /  | 1 / 1  | 1 / 1 |       |
|                           |      | 4    |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 9.Dr. Phusit              |      |      |        | 1 / 1 |       |
| Wonglorsaichon            |      |      |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 10.Mr.Wanchandr           |      |      | 1 / 1  |       | 1 / 1 |
| Sibaboonyawongse          |      |      |        |       |       |
+---------------------------+------+------+--------+-------+-------+
| 11.Mr. Sakda Phimmuang    |      |      |        | 1 / 1 | 1 / 1 |
+---------------------------+------+------+--------+-------+-------+

Board of Company’s Report

Board of Company are responsible for Financial Statements and
Consolidated Financial Statements of the Company and Subsidiary Company
and financial news that appears in Annual Report. Such Financial
Statements have managed as per general certified standard account in
Thailand by choosing to use an appropriate account policy and keep
practiced regularly. The Company has used discretion carefully and best
estimate in managing Financial Statements including disclose important
information sufficiently in note to Financial Statements.

Board of Company have managed to maintain Internal Control System with
effective to incur conviction reasonably that information in accounting
is correct, having usage of company assets with efficiently and able to
know the weak point to prevent from dishonest or abnormal proceeding.

In this circumstances, Board of Company have appointed Board of Audit
Committee which consist of Independent Directors whose responsible
concerning quality of Financial Statements subject and to review an
adequacy of internal inspection system. Report of the Board of Audit
Committee have already shown in Annual Report.

( 2 ) Selection of Directors and Executives

Board of Nomination and Remuneration Committee perform duty in selecting
appropriate qualified person to be director as provision of the company
to present toward Board of Company to consider giving approval and
present to the Shareholder Meeting to resolve in electing.

Portion of the directors representing the shareholder of each group 5
Thais : 2 Foreigners (except Independent Directors) due to group of
Pholpipattanaphong family, Taiwan group and Japan group held the shares
total exceed 60%, so nomination of company directors can’t be done if
without receive consent from such shareholder group.

In the Shareholder Meeting must have shareholders and proxy from
shareholders (if any) to attend meeting not less than 25 persons and
must hold the shares total not less than one third of 381,145,725 shares
to be as quorum.

Each shareholder has to use all their vote to elect one person or many
persons as director but can’t share the vote to either of them more or
less.

To nominate director must receive approval from the Shareholder Meeting.
The person who gets highest vote respectively will be elected as
director according to the number of available directors or election that
time. In case of the elected respective person who has equal vote exceed
quota, final vote will be made by Chairman for arbitration.

The Company formulates to have the descent plan of high rank executives
to maintain conviction with the investors and officers that the
operation of the company would receive continuation in proper time.

Self-assessment of Board of Company

Board of Company have performed its duty completely and have realized
fully to the effective improvement on more and more performance
continuously by having self-assessment of Board of Company which is an
assessment yearly and for an annual assessment of 2011 which concludes
that performance effective of Board of Company are in good basis.

( 3 ) Remuneration for Directors and Executives

The Company has fixed clearly and transparently the remuneration for
Directors and Executives in the appropriate basis to uphold as Directors
and Executives with required qualification. The Directors that assigned
as Audit Committee will receive additional remuneration according to the
volume of work.

Remuneration amount: In the year 2011, the company has paid various
remuneration to the Directors and Executives as following details:

Remuneration in value

Directors (Unit : Baht)

  ------------------------------ ------------------ ----------- -----------
  Names                          Position           2012        2011

  1.Mr. Prayoon                  Chairman           400,000     400,000
  Pholpipattanaphong                                            

  2.Mr. Prapas                   Managing Director  400,000     400,000
  Pholpipattanaphong                                            

  3.Mr. Suwat Phongphasura       Executive Director 400,000     400,000

  4.Mr. Prayuth                  Executive Director 400,000     400,000
  Pholpipatanaphong                                             

  5.Mr. Ankoon                   Executive Director 400,000     400,000
  Pholpipattanaphong                                            

  6.Mr. Lan Mu Chiou             Director           400,000     400,000

  7.Mr. Kenichi Tai              Director           400,000     400,000

  8.Mr. Santichai Suakanonth     Independent        400,000     400,000
                                 Director                       

  9.Mr. Amnuay Yossuck           Independent        400,000     400,000
                                 Director                       

  10.Mr. Ampon Ruayfupant        Independent        400,000     400,000
                                 Director                       

  11.Dr. Phusit Wonglorsaichon   Independent        400,000     400,000
                                 Director                       

  Total                                             4,400,000   4,400,000
  ------------------------------ ------------------ ----------- -----------

Audit Committee (Unit : Baht)

  ----------------------------- ----------------- ----------- ------------
  Names                         Position          2012        2011

  1.Mr. Santichai Suakanonth    Chairman          480,000     480,000

  2.Mr. Amnuay Yossuck          Director          240,000     240,000

  3.Mr. Ampon Ruayfupant        Director          240,000     240,000

  Total                                           960,000     960,000
  ----------------------------- ----------------- ----------- ------------

Executive Directors and Executives

  ------------------ ------------ -------------- ------------ --------------
  Particular         Year 2012                   Year 2010    

                     No. of       Total amount   No. of       Total amount
                     person       (baht)         person       (baht)

  Salary             7            18,214,920     7            17,890,080

  Bonus,             7            6,246,285      7            4,162,751
  remuneration                                                

  Cost of living     7            54,600         7            52,850

  Uniform            -            -              1            1,950

  Social security    7            44,100         7            63,000
  fund                                                        

  Provident fund     7            541,047        7            531,303

  Sub total          7            25,100,952     7            22,701,934

  Grand total        30,460,952                  28,061,934   
  ------------------ ------------ -------------- ------------ --------------

Other remuneration not in value

-   Director: none

-   Executive Directors and Executives: Provident fund 3% of payroll,
    office car.

Audit fees

-   The Company and Subsidiaries paid audit fees for 2012 amount 680,000
    baht.

-   Other service: none

( 4 ) Policy on Corporate Governance

Board of Company have realized the important of Good Corporate
Governance for clearness, to add limit of ability in work racing and add
confident to the Shareholders, investors and every concerned, then have
formulated the operation policy for cooperating governance by covering
the following keystones:

1.  The Company will serve the shareholders and stakeholders in equal
    manner with justice for everyone.

2.  Board of Company are intended to build up lasting growth of the
    company in long-run, to execute the company activity with careful
    and caution under regulation frame of law and business morality. All
    this Board of Company will perform duty with full capability in
    order to produce maximum advantage toward the shareholders, and
    other stakeholders, also take care of not having conflict on
    interest arises and responsible toward decision and
    self-performance.

3.  The Company will operate with transparency, able to check and
    disclose sufficiently information to every party concern.

4.  The Company will conduct the business with always thinking of risk
    and will execute risk appropriately.

5.  The Company has formulated an important policy that will be the
    operation direction of the company in advance every year. Board of
    Company will pay an important toward internal control and inspection
    system by governance executive section to proceed as efficiency
    policy.

6.  The Company has managed business morality to let directors,
    executives and every officer practice.

Leadership and Vision

Board of Company have participated in formulating Policy of Corporate
Governance, visibility, mission, tactics, objective and business plan of
the company, also governance the management to operate as per formulated
business plan efficiently and effectively as to add maximum value in
economic to the business and maximum security to the Shareholders.

Conflict on interest

Board of Company have executed carefully and cautiously to prevent
conflict on interest when incur any matter that may cause conflict on
interest. Board of Audit Committee will learn about the subject that get
conflict on interest and related subject and have considered the
suitability thoroughly every time by formulating to have practice
according to the basis of Securities of Stock Exchange in which prices
and conditions as if doing subject with outsiders and disclose details,
subject value, partnership, reason/necessity in the annual report and
type 56-1 also have disclosed in notes to Financial Statements heading,
general information and account with related person.

Various groups of stakeholders

Board of Company acknowledged and aware of the right of concerned
stakeholders and have a policy to support in incurring a cooperation
between the company with stakeholders in creating advantage among
themselves and take care firmly that all stakeholders have received well
protected and served by paying important toward the right of every group
of stakeholder such as officers, customers, co-partners, competitors,
shareholders and whole society with formulate a practical line for
directors, executives and officers clearly in business morality
inclusive provide a channel that stakeholders will claim to the company
in case not receive justice from the performance of the company whether
by directors, executives or officers of the company.

Business Morality

Board of Company have permitted discipline of business morality to
promote the directors, executives and every rank of officers to hold in
practice regularly as usual which the directors, executives and every
officers have signed for document concerning such discipline and
confirmed in practice which regards as practical standard frame of the
company, also all Board of Company have assigned one who responsible to
follow up result of practice continuously and always revise such
discipline appropriately.

Corporate Governance

Board of Company Director have an intently to build up the process of
Good Corporate Governance that standardizes and allow scatter the
practice to every rank of the officers of the whole company to create
real culture of Good Corporate Governance, so wish the directors,
executives and every officer to hold in practice according to the policy
of Good Corporate Governance 2^(nd) revise edition which has received
permission to modify from the Board of Company Meeting no. 1/2013 dated
February 26, 2013 (policy of Good Corporate Governance obtained first
permission from the Board of Company Meeting no. 1/2004 Dated March 25,
2004).

Company secretary

The Company manages to have company secretary to perform duty of
governance activity of the Board of Company inclusive to cooperate in
the following various matters:

1.  To give primary advice to the directors concerning provision, rule,
    discipline and various regulations of the company and follow up to
    act properly and regularly inclusive alteration report of important
    point to the directors.

2.  To manage shareholder meeting and Board of Director Meeting in
    accordance with laws, regulation of the company and various
    practices.

3.  To record the proceedings of Shareholder Meeting and Board of
    Company Meeting inclusive follow up to act as resolution at the
    Shareholder Meeting and resolution at the Board of Company.

4.  To governance in having disclose information and report news in
    responsible part in accordance with discipline and provision of
    Securities and Stock Exchange of Thailand and Securities and
    Exchange Commission.

5.  To contact and communicate with General Shareholders to learn about
    various right and information of the company.

6.  To governance activity of the Board of Company.

  Society and Environments

  The Company is fully aware of the responsibility toward society and
  environment by holding the principle of “use human to create work and
  use work to create human”.

  In the year 2012, the company proceeded various projects for society
  and environments as follows:

-   5 office steps activity

-   Muanjai New Year activity

-   Sports relationship activity

-   Giving food alms to bonzes every on 9^(th) activity

-   National Father Day activity

-   National Mother Day activity

-   Scholarship support activity

-   National Children’s day

-   National Labor Day activity

-   To do merit by offering gift made to bonzes activity

-   Big cleaning Day Activity

-   To pour scented water on the head of seniority Activity

-   Week of energy preservation to coordinate with safety activity

-   Sell merchandise on cheap price activity

-   Blood donation Activity

-   Pha Pa Samukkee – Recycle rubbish Activity

Relations with investors

Board of Company realize that company information both concern and not
concern with financial are entirely effected to the decision of investor
and stakeholders of the company. Board of Company then have a policy to
let the executives section disclosing complete information to correspond
with truth, reliable, regular and in time which the company has paid an
important and kept throughout practicing. With regard to work in
investment relation, the company has not set up this section owing such
activity is not much but has assigned Mr. Ankoon Pholpipattanaphong -
Company Secretary to contact and communicate with institution investors,
shareholders, analyst and state concerned which the investors can see
the company information at Website : http://www.cmfrozen.com or contact
at phone : (662) 238-4091 or at E-mail address : info@cmfrozen.com

( 5 ) Usage control of inner information

The Company has a policy and method of governing the executives in
taking the company information to use for personal interest as follows:

1.  Provide knowledge to the directors including executives concerning
    the duty that must report of self-holding securities, married couple
    and child of un-attain majority and lesson of penalty formulation
    according to Royal Act of Securities and Stock Exchange of 1992 and
    according to the provision of Securities and Stock Exchange of
    Thailand.

2.  Formulate the executives to report changing of holding securities
    toward Securities and Exchange Commission as clause 59 of Royal Act
    of Securities and Stock Exchange of 1992 and manage to dispatch this
    copy report to the company in the same day of dispatching report
    toward Securities and Exchange Commission.

3.  The executives are prohibited to use internal information that not
    yet disclosed for making buying-selling of company securities before
    that information would disclose to the public and are prohibited to
    disclose the information that are important essence to the outsider
    with is regarded as one of the rule concerning with the working of
    the company as well.

( 6 ) Personnel

  ------------------------------- ------------- ------------- ------------
  Particular                      Meal          Female        Total

  Management/Administration       25            40            65
  Department                                                  

  Manufacture/Technical           87            21            108
  Engineering Department                                      

  Daily employees                 429           1,172         1,601

  Total                           541           1,233         1,774
  ------------------------------- ------------- ------------- ------------

- No change shall be made on number of employee or an dispute in labor
during the passed three years.

- The remuneration of the employees amount 281,843,317.- baht comprises
salary, wages, remuneration, bonus, overtime, diligent cowries, hospital
charge, cost of insurance group, cost of living, provident fund 3% of
salary.

- The development on employee has made every year by inviting outside
scholar to train and provide knowledge both in practical, safety on
working and to cooperate in developing association. Besides, the company
has sent them for training in various training institute regularly.