8. Management

8.1 Organization Structure

[]

Management Structure

Management structure of the Company as at 31 December 2009 consists of
the Board of Directors, Executive Board, Audit Committee, Remuneration
Committee and Nomination Committee. Details are as follows:

(A) Board of Directors

  Composition of the Board

  In Accordance to the Company’s Articles of Association, the Board must
  be elected by the Shareholders and must comply with the following:

1.  The minimum number of directors shall be five.

2.  At least half of the total number of directors must reside in
    Thailand.

3.  A director may or may not be a Company shareholder.

  The Company, in best practice, will always ensure that there is
  sufficient number of independent members in the Board of Directors so
  that, from time to time, it is able to express an independent opinion
  about the conduct of the Company’s business.

  Independent directors do not hold any position in management. They are
  not employees and do not represent any major shareholders, but are
  represented in the Board to ensure objectivity and balance in the
  protection of rights and equitable treatment of all shareholders

  Independent directors consists of directors with a depth of senior
  level experience in engineering, technical, geological, operational
  management, financial, legal, or accounting areas.

  Size of the Board

  The Board members consist of a chairman (an independent member) of the
  Board, the managing director, executive directors, and non executive
  directors. The chairman of the Board manages the Board’s activities
  and is the leader of the Company at Board level.

  The managing director and executive director(s) manage the Company as
  delegated by the Board through its overall policies and guidelines.
  The managing director is responsible to ensure that the Board has
  adequate understanding of management activities through meetings with
  the senior management.

  THL, as at the date of this annual report, consists of one (1)
  chairman to the Board, one (1) managing director, two (2) executive
  directors, four (4) independent directors and two (5) directors.

  Role of the Board

  The primary role of the Board is to oversee the Company and its
  Subsidiary Companies in the best interests of its shareholders in
  accordance with the Company’s Articles of Association, and all laws
  and regulations.

  Principal Duties and Responsibilities of the Board

  The principal duties and responsibilities of the Board are as follows:

a)  Conducting their duties honestly, comply with all laws, the objects
    and the articles of association of the Company, and the resolution
    of and the resolutions of any shareholder meetings in good faith,
    and with care to preserve the interests of the Company.

b)  Implement and direct the company’s policies, as well as monitor and
    supervise its operations to maximize economic value and
    shareholders’ wealth.

c)  Conduct themselves honestly and with integrity.

d)  Ensure management’s accountability to shareholders: preserve their
    rights and interests, clearly and fully disclose information.

e)  Ensure the company has management with the competency, knowledge and
    experience to run the business.

f)  Ensure the company is determined to carry on the business
    continuously

g)  Recommending and monitoring Company objectives, goals, and strategic
    operational plans, for management’s implementation as approved by
    the Company’s shareholders at the Company’s Annual General Meetings
    (AGM’s).

h)  Striving for growth and stability leading to good returns for
    shareholders in the long term.

i)  Monitoring the Company’s financial performance.

j)  Ensuring the existence of adequate internal controls.

k)  Considering any conflict of interests thoroughly and monitoring
    compliance to the regulations regarding criteria, procedures and
    disclosure of related transactions.

l)  Ensuring that significant business risks are appropriately managed.

m)  Reviewing management performance.

n)  Recommending to shareholders the selection and appointment of new
    directors upon vacancy.

o)  Ensuring that management maintains proper business standards and
    ethical behavior.

  Role of the Chairman and Managing Director

  The chairman, elected by the board of directors, chairs the Board
  meetings, and also the shareholder’s meetings. He should assure that
  important matters are raised for deliberation in meetings and that the
  board puts the right emphasis on reviewing and approving strategies
  presented by the management, and monitors that the strategies are
  implemented. The chairman must ensure that the board provides
  leadership vision and encouragement to the management.

  The chairman should assure that Company maintains an effective Board
  of directors, and that they perform effectively as a team. Every
  director, executive or non executive, should be encouraged to fully
  and actively play one’s role, in both business undertakings and
  corporate governance. In addition, the Chairman’s authority and
  responsibility as a board member remains the same as the rest of the
  members

  The Managing Director, appointed by the board of directors, leads the
  management team and assures implementation of approved strategies
  under the framework determined by the Board of directors. The Managing
  Director is responsible for overall responsibility in developing and
  implementing business strategies provide the leadership and vision to
  executive directors and senior management in achieving the Company’s
  operation goals as set by the Board of Directors and shareholders.

  The Board of Directors and Executive Board of Directors according to
  the Resolution of the AGM No. 14 held on 20th April 1994 (in
  compliance with the Public Limited Companies Act 2535 Re:
  Transformation to Public Company as at 9 June 1994).

  THL, as at the date of this annual report, consists of one (1)
  chairman to the Board, one (1) managing director, two (2) executive
  directors, four (4) independent directors and two (5) directors.

  1. Mr. Pricha Attavipach Chairman of the Board

2. Mr Nickane Sucharitaves Independent Director and Audit Committee
Member

  (Appointed with effect on 11 Nov 2008)

  3. Mr. Kriang Kiatfuengfoo Independent Director and Chairman of Audit

  Committee (resigned on 19 March 2009)

  4. Mr. Somsak Potisat Director and Advisor of Board (Resigned as

  Managing Director and Director on 1 November 2009 but appointed as an
  advisor of the Board)

5. Mr. Ronald Ng Wai Choi Managing Director

  (Appointed with effect on November 1, 2009)

  6. Dr. J. Peter Mills Executive Director

  7. Mr. Umyos Huvanandana Independent Director and Audit Committee
  Member

  (Appointed with effect on 25 February 2008 and resigned on 25 March
  2009)

  8. Gen.Kittisak Rathprasert Executive Director

  (Appointed with effect on 25 February 2008 and resigned on 31 August
  2009)

  9. Mr. Nopadon Mantajit Independent Director and Audit Committee
  Member

  (Appointed with effect on 21 April 2009)

10. Mr. John Yangpichit Director

  11. Mr. Krittapas Kanikanant Independent Director Audit Committee
  Member

  (Appointed with effect on21 April 2009)

12. Khunying Jintana Sookmark Independent Director

  (Appointed with effect on 30 March 2009)

13. Mr. Direck Rattanavich Director

(Appointed with effect on 12 November 2009)

14. Mr. Cherdsak Utha-aroon Director

(Appointed with effect on 12 November 2009)

15. Mr. Chakkrit Parapuntakul Director

(Appointed with effect on 12 November 2009

(and resigned on 26 February 2010)

16. Dr. Wichai Cherdshewasart Director

  (Appointed with effect on 23 April 2009)

  Mr.Napun Pharpatara Secretary to the Board

  (Appointed with effect on 24 March 2009)

  Board Meetings

  Board structure and procedure

  The Board of directors meetings are regularly scheduled in advance.
  The chairman and the Managing Director consider listing the agenda of
  a board meeting prior to the meeting and ensure that important matters
  are included for Board discussion. Each director has freedom to
  suggest any matter to the meeting agenda. The chairman promotes
  prudent consideration and allocates appropriate time for the
  management to present adequate issues and for the directors to broadly
  discuss important matters with care.

  The agenda of the meeting and the Board papers will be prepared and
  sent by the Secretary to the Board seven days before the meeting date
  to ensure that board members have adequate time to understand and
  deliberate on the matters indicated. The Secretary to the Board
  ensures that information gathered is adequate for the Board
  Discussion.

  It is a duty of directors to attend every board meeting, except with
  reasonable excuses. If need arises for the non-executive directors to
  discuss critical issues and management problems, the non-executive
  director, led by the independent Board Chairman, shall conduct a
  meeting without the presence of the Company’s executive directors and
  senior management.

  Senior Management will be invited to attend board meetings as needed.
  Additional and detailed information may be needed from them where they
  are directly involved with certain matters. The Board should also
  invite other top executives to attend as deemed necessary.

  Attendance at Board Meetings

The Board of Directors meet at least on quarterly basis, and on any
other occasion deemed appropriate, to ensure full and effective control
over Company activities. During year 2009 the Company held 8 Board
meetings: with attendance as listed in the following table.

+-------------------------------+------+------+------------+---------+
|                               |   B  |      |   Absent   |         |
|                               | oard |      |   from     |  Reside |
|                               |      |      |   Meeting  |   in    |
|                               | Meet |      |   No:      |         |
|                               | ings |      |            |   T     |
|                               |      |      |            | hailand |
|                               |   At |      |            |         |
|                               | tend |      |            |         |
|                               | ance |      |            |         |
+-------------------------------+------+------+------------+---------+
| Director                      |   A  |   B  |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Pricha Attavipach       |   8  |   8  |   Nil      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Ronald Ng Wai Choi      |   8  |   8  |   Nil      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Kriang Kiatfuengfoo     |   8  |   2  |   3-8      |   Yes   |
|                               |      |      |            |         |
|   (Resigned on March 6, 2009) |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Umyos Huvanandana       |   8  |   2  |   3-8      |   Yes   |
|                               |      |      |            |         |
|   (Resigned on March 25,      |      |      |            |         |
|   2009)                       |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Somsak Potisat          |   8  |   7  |   8        |   Yes   |
|                               |      |      |            |         |
|   (Resigned on September 30,  |      |      |            |         |
|   2009)                       |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Dr. John Peter Mills        |   8  |   8  |   Nil      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   General. Kittisak           |   8  |   7  |   8        |   Yes   |
|   Rathprasert                 |      |      |            |         |
|                               |      |      |            |         |
|   (Resigned on August 31,     |      |      |            |         |
|   2009)                       |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Dr. John Yangpichit         |   8  |   7  |   8        |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Nopadon Mantajit        |   8  |   8  |   Nil      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Nickane Sucharitaves    |   8  |   8  |   Nil      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Khunying Jintana Sookmark   |   5  |   3  |   1-3      |   Yes   |
|   (1)                         |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Krittapas Kanikanant    |   8  |   4  |   5-8      |   Yes   |
|   (2)                         |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Direck Rattanavich (3)  |   8  |   0  |   1-8      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Cherdsak Utha-aroon (4) |   8  |   0  |   1-8      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Dr. Wichai Cherdshewasart   |   8  |   4  |   1-4      |   Yes   |
|   (5)                         |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Chakkrit Parapuntakul   |   8  |   0  |   1-8      |   Yes   |
|   (6)                         |      |      |            |         |
+-------------------------------+------+------+------------+---------+

  A. Meetings held during the period the director was a member of the
  Board or Committee.

  B. Meetings attended by the director.

  (1) Appointed with effect on 30 March 2009

  (2) Appointed with effect on 21 April 2009

  (3) Appointed with effect on 12 November 2009

  (4) Appointed with effect on 12 November 2009

  (5) Appointed with effect on 23 April 2009

  (6) Appointed with effect on 12 November 2009

  (Based on resolutions by the Board of Directors)

(B) Executive Committee

  The Executive Committee comprises as at the date of the Annual Report,
  3 Directors as Committee members.

  1. Mr. Ronald Ng Wai Choi Chairman, Group CEO

  2. Dr. John Peter Mills Executive Director

  3. Mr.Cherdsak Utha-aroon Executive Director (Appointed on 12 November
  2009)

  ( General Kittisak Rathprasert Executive Director Appointed on 25
  February 2008

  and resigned on 31 August 2009)

The duties of the Executive Board are to consider and execute decisions
and matters as assigned by the Board of Directors. All members are
involved in the Company’s day-to-day operations. Formal meetings take
place as required, twice a month on average. Member of the Senior
Management can be invited to attend meetings.

(C) Audit Committee

  The Audit Committee comprises as at the date of the Annual Report, 3
  Independent Directors as the member of the Committee.

  1. Mr. Nickane Sucharitaves Chairman (Appointed on 21 April 2009)

2. Mr. Nopadon Mantajit Appointed on 21 April 2009

3. Mr. Krittapas Kanikanant Appointed on 21 April 2009

  (Mr. Kriang Kiatfuengfoo, Chairman of Audit Committee, resigned on 6
  March 2009)

  (Mr.Nickane Sucharitaves, Chairman of Audit Committee, appointed with
  effect on 21 April 2009)

  (Mr. Umyos Huvanandana, Independent Director and Audit Committee
  Member, appointed with effect on 25 February 2008 and resigned on
  March 25, 2009)

Charter of the Audit Committee

The Board of Directors of Tongkah Harbour Public Company Limited is
committed to support Good Corporate Governance systems. Thus, the
Company's Board of Directors appointed the Audit Committee to be an
important area in reducing the burden of the Board of Directors in
governing the Company's operations by ensuring accurate, transparent,
and high quality management. Additionally, the Board is committed to
delivering trustworthy financial reporting, ensuring that information
disclosed in financial statements are accurate and benefiting the
investors and stakeholders. In compliance with the SET's Regulations and
to allow the Audit Committee to carry out their duties as assigned by
the Board of Directors, the Audit Committee Charter has been enacted as
followings:

1. Composition of the Audit Committee

1.1 The Audit Committee is comprised of at least three independent
directors, where at least one member must be knowledgeable or have
significant experience in accounting or in financial matters.

1.2 The Audit Committee members must be able to devote adequate time to
fulfill their roles in committee operations.

2. Qualifications of Audit Committee Members

2.1 Members may not hold shares exceeding one percent, including shares
held by a related person, of paid-up capital of the listed company or of
the mother company, an affiliated company, an associated company, or a
company that might have any conflict of interest with respect to the
listed company.

(Remarks: This qualification would not be applied to the existing audit
committee members)

2.2 Members must be directors not involved in the management and not
employees or staff members, or advisors who receive regular salary from
the listed company or those with authority to control the listed
company, the mother company, an affiliated company, an associated
company, or a company that might have a conflict of interest with
respect to the listed company (two years prior to appointment).

2.3 Members must be able to carry out their duties and express their
opinions independently.

Determination or Change in the scope of duties and responsibilities
which will take effect February 26, 2009.

The Audit Committee has duties and responsibilities to the Board of
Directors as followings:

1.  Review the accuracy and sufficiency of financial reporting by
    coordinating with the external auditors and management responsible
    for preparing the financial reports.

2.  Review the suitability, effectiveness and adequacy of the Company’s
    internal control systems and internal auditing functions by
    coordinating with the external auditors.

3.  Review the major risk levels, risk management, and the possible
    impact from that risk with management and the external auditors.

4.  Review compliance performance with respect to relative laws and
    Company’s policies and regulations.

5.  Consider and advise on the appointment of the external auditors,
    including the audit fee.

6.  Review in cooperation with the external auditors, the objectives,
    scope, guidelines, and plans for internal auditing; and coordinate
    with the external auditors when problems arise including any that
    the auditors deem relevant.

7.  Recommend appointments, removals, transfers, dismissals, and
    consider the merits of the management and staffs of the Internal
    Audit Department.

8.  Appoint and remove the secretary of the Audit Committee.

9.  In cooperation with the Internal Audit Department review the
    objective, plans, communication of results, and evaluation of the
    internal auditing function, as well as reviewing the adequacy of
    resources, both human and financial.

10. Approve the Internal Audit Department’s Charter and the internal
    auditing plan.

11. Give confidence to and assure the independence of both internal and
    external auditors

12. Prepare the Audit Committee corporate governance and activities
    report, which must be signed by the Committee Chairman, and include
    in the Company’s annual report.

13. Review compliance on all related transaction disclosures and
    conflict-of-interest possibilities as prescribed in the regulations.

14. Allow the Audit Committee to have full authority to access
    information on all levels of the Company including allowing
    management, department heads, and relevant employees to issue
    opinions, attend meetings, or submit relevant documents and get
    assistance from experts when appropriate.

15. Take care of any other matters assigned by the Board of Directors.

  During the Financial Year, the Audit Committee met 4 times with all
  members present at each meeting.

(D) Remuneration Committee

  The Remuneration Committee comprises, as at the date of the Annual
  Report, the managing director, and 2 independent directors as the
  Committee members.

  1. Mr. Ronald Ng Wai Choi Managing Director (Appointed on April 21,
  2009)

2. Mr. Nickane Sucharitaves Independent Director (Appointed on March 24,
2009)

3. Mr. Krittapas Kanikanant Independent Director (Appointed on April 21,
2009)

  The Committee is responsible for reviewing compensation arrangements
  for all directors (including the Employee Stock Option Plan (“ESOP”)
  as well as for reviewing annual and ad hoc staff remuneration which is
  considered by management and allocated commensuration with the
  individual’s qualifications and contributions made to the Company.

  Recommendations concerning compensation for directors are made by the
  Committee and voted upon and approved by the Company’s shareholders at
  the Company’s AGM.

The Remuneration Committee meets at least once annually and as
necessary.

(E) Nomination Committee

  The Nomination Committee comprises as at the date of the Annual
  Report, 3 Independent Directors as the Committee members.

1. Mr. Pricha Attavipach Chairman and Independent Director

  2. Mr. Ronald Ng Wai Choi Managing Director (Appointed on March 24,
  2009)

3. Mr. Nickane Sucharitaves Independent Director (Appointed on March 24,
2009)

  The Committee is responsible for overseeing selection of new directors
  by considering, defining, and reviewing, the required knowledge,
  experience, and skills, of a potential candidate prior to their
  nomination to the Board to ensure that it reflects an appropriate
  balance of skill and independence.

  The Nomination Committee meets at least once annually and as
  necessary.

  (F) Company Secretary

  The Company Secretary plays a key role in efficient coordination
  inside the Company, that is, between the Chairman of the Board and CEO
  or the Management, and outside the Company, that is, between the
  Company, shareholders, and regulatory agencies. Good corporate
  governance calls for the Company to designate a Company Secretary (at
  present, Mr.Napun Pharpatara) is responsible for overseeing and
  advising the Board and the Management about applicable laws, rules,
  regulations and recent developments about good corporate governance;
  and ensuring smooth and efficient performance by the Board and
  standing sub-committees, in line with the law and relevant rules, as
  well as the Company’s good corporate governance. He is responsible for
  holding Board, standing sub-committee, and shareholders’ meetings. His
  additional tasks include preparation and filing of the Company’s key
  documents; notification to regulatory agencies of relevant
  information; organization of orientation for new coming Directors; and
  promotion of understanding and appreciation of good corporate
  governance among Directors, executives, and employees.

8.2 Nomination of the Board and Management

  The Nomination Committee will use the following procedures to select
  the suitable directors.

1.  The Committee will specify the new directors’ qualification to
    replace those who resigned complying with relevant laws and
    regulations and also specify the procedures for the selection of the
    qualified person.

2.  The Committee will consider and propose the qualified applicant with
    the reason for the Board’s consideration.

3.  The Committee will select the qualified candidate as proposed by the
    Committee to the Shareholders meeting for approval.

  The Committee should consider the relevant age, skill, field of
  specialization, and the willingness to dedicate time and effort to the
  company.

  Retirement by rotation and appointing of director to replace the
  director who resigned before his due retirement

  In accordance with the Articles of Association and Company best
  practices. the following conditions have been set out as follows:

a)  At least one third of the directors must retire from office at the
    AGM each year. The retiring directors are eligible for reelection.

b)  If the office of director is vacant otherwise than by rotation, the
    Board of Directors, by a vote of not less than three-fourths of the
    number of the remaining directors, may elect a person who is
    qualified and is not of a forbidden nature under the law, to be a
    director in his place at the following meeting of the Board of
    Directors unless the remaining tenure of the director is less than 2
    months.

  Any person so appointed shall retain his office during such time only
  as the vacating director was entitled to retain the same.

  The following 4 directors shall retire by rotation at this year’s AGM:

1.  Khunying Jintana Sookmark

2.  Mr. Nopadon Mantajit

3.  Dr. John Yangpichit

4.  Mr. Surapong Chiangthong

Khunying Jintana Sookmark, Mr. Nopadon Mantajit and Dr. John Yangpichit
and Mr. Surapong Chiangthong are being submitted for re-election by the
shareholders.

  8.3 Director and Management’s Remuneration

  Remuneration for Board members is set based on the following policies:

a)  The remuneration package for directors should be appealing enough to
    attract and retain quality directors whom the board requires,
    subject to comparable market rates.

b)  Remuneration for non-executive directors should be comparable to the
    general practice in the industry, commensurate with work experience
    and commitment, as well as the benefits each director brings.
    Directors who are assigned extra work (being members of committees,
    for example) should be remunerated accordingly

c)  Executive Directors should receive the remuneration that is linked
    to the performances of the Company and that of each director.

d)  Remuneration for the Managing Director and Senior Management should
    be determined in accordance with the principles and policies set by
    the Board and the Remuneration Committee.

e)  The Board should appoint a Remuneration Committee to assist in the
    setting of the remuneration package for directors and Company Senior
    Management to ensure that it is decided on with transparency.

  Directors’ compensation

  The following compensation structure was approved at the AGM No.
  15/2009 on April 23, 2009, for the Board in 2009:

1.  Annual Fee

  1.1 Board compensation structure consisted of:

  - Chairman of the Board Baht 120,000

  - Ordinary Members Baht 75,000

  - Executive Directors Baht 75,000

  1.2 Audit Committee compensation structure consisted of:

  - Chairman of the Audit Committee Baht 90,000

  - Member of the Audit Committee Baht 70,000

  1.3 Remuneration Committee compensation structure consisted of

  - Chairman of the Remuneration Committee Baht 70,000

  - Member of the Remuneration Committee Baht 45,000

  1.4 Nomination Committee compensation structure consisted of

  - Chairman of the Nomination Committee Baht 70,000

  - Member of the Nomination Committee Baht 45,000

  2. Meeting Allowances

  2.1 Board meeting allowances (payable per attendance only) consisted
  of:

  - Chairman of the Board Baht 25,000 per attendance per meeting.

  - Ordinary Members Baht 20,000 per attendance per meeting.

  2.2 Audit meeting allowances structure consisted of:

  - Chairman of the Audit Committee Baht 25,000 per attendance per
  meeting.

  - Member of the Audit Committee Baht 15,000 per attendance per
  meeting.

  2.3 Remuneration meeting allowances structure consisted of:

  - Chairman of the Remuneration Committee Baht 15,000 per attendance
  per meeting.

  - Member of the Remuneration Committee Baht 10,000 per attendance per
  meeting.

2.4 Nomination meeting allowances structure consisted of:

  - Chairman of the Nomination Committee Baht 15,000 per attendance per
  meeting.

  - Member of the Nomination Committee Baht 10,000 per attendance per
  meeting.

  The remuneration and fee structure for the Directors during the
  financial year ended 31^(st) December 2009 is as follows

+------------------------+----------+----------+---------+------------+
|   Company Director     |   Annual |   Board  |   Co    |   Total    |
|                        |   Fee    |          | mmittee |   Co       |
|                        |          |  Meeting |         | mpensation |
|                        |          |   A      | Meeting |            |
|                        |          | llowance |   Al    |            |
|                        |          |          | lowance |            |
+------------------------+----------+----------+---------+------------+
|   Executive            |          |          |         |            |
+------------------------+----------+----------+---------+------------+
|   1. Mr. Ronald Ng Wai |   0.00   |   0.00   |   0.00  |   0.00     |
|   Choi                 |          |          |         |            |
+------------------------+----------+----------+---------+------------+
|   2. Dr. John Peter    |   7      |   0.00   |   0.00  |            |
|   Mills                | 5,000.00 |          |         |  75,000.00 |
+------------------------+----------+----------+---------+------------+
|   3. Gen. Kittisak     |   5      |   0.00   |   0.00  |            |
|   Rathprasert          | 0,000.00 |          |         |  50,000.00 |
+------------------------+----------+----------+---------+------------+
|   4. Mr. Somsak        |   6      |   8      |   0.00  |            |
|   Potisat              | 5,208.33 | 0,000.00 |         | 145,208.33 |
+------------------------+----------+----------+---------+------------+
|   Total Executive      |   19     |   8      |   0.00  |            |
|                        | 0,208.33 | 0,000.00 |         | 270.208.33 |
+------------------------+----------+----------+---------+------------+
|   Non-Executive        |          |          |         |            |
+------------------------+----------+----------+---------+------------+
|   1. Mr. Pricha        |   12     |   20     |   45    |            |
|   Attavipach           | 0,000.00 | 0,000.00 | ,000.00 | 365,000.00 |
+------------------------+----------+----------+---------+------------+
|   2. Mr. Kriang        |   1      |   4      |   50    |            |
|   Kiatfuengfoo         | 6,330.65 | 0,000.00 | ,000.00 | 106,330.65 |
+------------------------+----------+----------+---------+------------+
|   3. Mr. Umyos         |   1      |   4      |   35    |            |
|   Huvanandana          | 7,137.10 | 0,000.00 | ,000.00 |  92,137.10 |
+------------------------+----------+----------+---------+------------+
|   4. Mr. Nickane       |   7      |   16     |   110   |            |
|   Sucharitaves         | 5,000.00 | 0,000.00 | ,000.00 | 345,000.00 |
+------------------------+----------+----------+---------+------------+
|   5. Mr. Nopadon       |   7      |   16     |   45    |            |
|   Mantajit             | 5,000.00 | 0,000.00 | ,000.00 | 280,000.00 |
+------------------------+----------+----------+---------+------------+
|   6. Mr. Krittapas     |   5      |   8      |   45    |            |
|   Kanikanant           | 0,416.67 | 0,000.00 | ,000.00 | 175,416.67 |
+------------------------+----------+----------+---------+------------+
|   7. Dr. John          |   7      |   14     |   0.00  |            |
|   Yangpichit           | 5,000.00 | 0,000.00 |         | 215,000.00 |
+------------------------+----------+----------+---------+------------+
|   8. Khunying Jintana  |   5      |   10     |   0.00  |            |
|   Sookmark             | 7,258.06 | 0,000.00 |         | 157.258.06 |
+------------------------+----------+----------+---------+------------+
|   9. Dr. Wichai        |   5      |   8      |   0.00  |            |
|   Cherdshewasart       | 0,416.67 | 0,000.00 |         | 130,416.67 |
+------------------------+----------+----------+---------+------------+
|   10. Mr. Direck       |          |   0.00   |   0.00  |   8,958.33 |
|   Rattanavich          | 8,958.33 |          |         |            |
+------------------------+----------+----------+---------+------------+
|   11. Mr. Cherdsak     |          |   0.00   |   0.00  |   8,958.33 |
|   Utha-aroon           | 8,958.33 |          |         |            |
+------------------------+----------+----------+---------+------------+
|   12. Mr. Chakkrit     |          |   0.00   |   0.00  |   8,958.33 |
|   Parapuntakul         | 8,958.33 |          |         |            |
+------------------------+----------+----------+---------+------------+
|   Total Non-Executive  |   56     |   1,00   |   330   |   1,       |
|                        | 3,434.14 | 0,000.00 | ,000.00 | 893,434.14 |
+------------------------+----------+----------+---------+------------+
|   Total as of 31       |   75     |   1,08   |   330   |   2,       |
|   December 2009        | 3,642.47 | 0,000.00 | ,000.00 | 163,642.47 |
+------------------------+----------+----------+---------+------------+

  The number of Directors of the Company whose total Annual fee and
  Allowances falls within the following bands:

+-----------------------------------+-----------------------------------+
|   Executive Director              |   Number                          |
+-----------------------------------+-----------------------------------+
|   Remuneration Below Baht 100,000 |   3                               |
+-----------------------------------+-----------------------------------+
|   Remuneration Baht 100,001 –     |   1                               |
|   400,000                         |                                   |
+-----------------------------------+-----------------------------------+
|   Non-Executive Director          |                                   |
+-----------------------------------+-----------------------------------+
|   Remuneration Below Baht 100,000 |   4                               |
+-----------------------------------+-----------------------------------+
|   Remuneration Baht 100,001 –     |   6                               |
|   300,000                         |                                   |
+-----------------------------------+-----------------------------------+
|   Remuneration Baht 300,001 –     |   2                               |
|   500,000                         |                                   |
+-----------------------------------+-----------------------------------+
|   Remuneration Baht 500,001 –     |   0                               |
|   700,000                         |                                   |
+-----------------------------------+-----------------------------------+

  Compensation for Management

  The compensation of Management team members complies with the policies
  and principles specified by the Board. Each person’s compensation is
  determined against performance with industry standards. The
  Remuneration Committee then proposes the compensation along with
  compensation guidelines to the Board for review and approval.

  In 2009, the Managing Director, executives and management received
  Baht 18,463,414.00 (total 9 persons) in compensation detailed as
  follows:

+-------------+-------------+-------------+-------------+-------------+
|   C         |   2009      |             |   2008      |             |
| ompensation |             |             |             |             |
+-------------+-------------+-------------+-------------+-------------+
|             |   Persons   |   Paid      |   Persons   |   Paid      |
|             |             |   Amount    |             |   Amount    |
+-------------+-------------+-------------+-------------+-------------+
|   Salary    |   9         |   14        |   7         |   13        |
|             |             | ,069,999.67 |             | ,080,564.00 |
+-------------+-------------+-------------+-------------+-------------+
|   Other     |             |   1         |             |   5         |
|   Benefits  |             | ,020,526.36 |             | ,382,850.03 |
+-------------+-------------+-------------+-------------+-------------+

8.4 Corporate Governance

  THL, being a 103 year old Company, has always been committed to its
  shareholders and stakeholders to maintain the highest principles of
  Corporate Governance, the Code of Best Practices as provided by the
  Stock Exchange of Thailand (SET), the Company’s Articles of
  Association, and other regulations of the Kingdom of Thailand.

  The Board of Directors (Board) will continue to maintain and safeguard
  the interests of the Company’s shareholders and stakeholders.

  As the Company is listed on the SET, its Board is committed to the
  best practice standards required by the SET and the Company’s Articles
  of Association.

  In this regard, the Company has implemented guidelines to monitor
  corporate practice to ensure that its conduct and principles are
  appropriate in maintaining business excellence and accommodate
  changing circumstances.

DISCLOSURE AND CORPORATE TRANSPARENCY

  Proper and sufficient transparency disclosure are considered the
  foundations of mutual understanding and trust between Company and
  Shareholders, and provides: 1) an opportunity for the shareholder
  stakeholder to scrutinize the Company Activities more accurately and
  cautiously, 2) defines the roles and responsibilities of the people
  involved, 3) provides easy access to needed information, and 4) assist
  in maintaining a monitoring process to ensure ethical and proper
  business conduct of Company Operations.

  The Company maintains corporate disclosure in accordance with
  regulations set by various Governmental authorities including the
  Ministry of Commerce, the Stock Exchange of Thailand, and the
  Department of Primary Industry and Minerals. The Board ensures that
  disclosure is complete, adequate, reliable, and timely, so that the
  Company’s shareholders and stakeholders are equally well informed as
  required the laws of state agencies and concerned organizations.

  The Board ensures that the following information is disseminated to
  the stakeholder from time to time: 1) Company objectives, 2) financial
  status and Company performances, 3) shareholding structure and voting
  rights, 4) list of directors, committees, top management, and their
  remuneration, 5) risk factors foreseen and intended management thereof
  in terms of both financing and operation plans, 6) major issues
  concerning employees and other stakeholders, 7) corporate governance
  policy and structure, including the responsibilities of the Board in
  financial reporting and reports of the chairman of the audit
  committee, 8) other voluntarily information disclosure in response to
  stakeholder demand and, thereby, earn their trust.

  The Company complied with financial and disclosure reporting
  requirements throughout the year.

  Summary of Financial Reporting Dates

+---------------------------------------------------+------------------+
|   HEADLINE                                        |   DATE           |
+---------------------------------------------------+------------------+
|   Financial Statement Quarter 1/2009              |   14 May 2009    |
+---------------------------------------------------+------------------+
|   Financial Statement Quarter 2/2009              |   7 August 2009  |
+---------------------------------------------------+------------------+
|   Financial Statement Quarter 3/2009              |   13 November    |
|                                                   |   2009           |
+---------------------------------------------------+------------------+
|   Financial Statement Quarter 4/2009              |   25 February    |
|                                                   |   2010           |
+---------------------------------------------------+------------------+
|   Financial Statement Year Ended 2009             |   25 February    |
|                                                   |   2010           |
+---------------------------------------------------+------------------+

Summary of Announcements to the Stock Exchange of Thailand

+----------------------------------------------------+-----------------+
|   HEADLINE                                         |   DATE          |
+----------------------------------------------------+-----------------+
|   Invitation shareholders to propose agenda AGM    |   16 January    |
|   2009                                             |   2009          |
+----------------------------------------------------+-----------------+
|   Notification of Consultant Service Fee           |   20 January    |
|   (Additional)                                     |   2009          |
+----------------------------------------------------+-----------------+
|   AGM 2009, Repurchase share, Amendments Audit     |   27 February   |
|   Committee work                                   |   2009          |
+----------------------------------------------------+-----------------+
|   Financial Statement Yearly 2008                  |   2 March 2009  |
+----------------------------------------------------+-----------------+
|   Audited Yearly F/S And Consolidated F/S (F45-3)  |   2 March 2009  |
+----------------------------------------------------+-----------------+
|   Clarifying the Financial Statements for the year |   2 March 2009  |
|   ended 2008                                       |                 |
+----------------------------------------------------+-----------------+
|   Form F24-1 Form to Report on Name of Members and |   4 March 2009  |
|   Scope of Work                                    |                 |
+----------------------------------------------------+-----------------+
|   Resignation of Director                          |   20 March 2009 |
+----------------------------------------------------+-----------------+
|   Resolution of the Board of Directors’ Meeting    |   25 March 2009 |
|   no.3/2009                                        |                 |
+----------------------------------------------------+-----------------+
|   Resolution of the Board of Directors’ Meeting    |   26 March 2009 |
|   no.3/2009 (Addition)                             |                 |
+----------------------------------------------------+-----------------+
|   Amendment of Agendas for Annual General Meeting  |   30 March 2009 |
|   no.15/2009                                       |                 |
+----------------------------------------------------+-----------------+
|   Appointment of the Chairman of Audit Committee   |   7 April 2009  |
|   and Independent Director                         |                 |
+----------------------------------------------------+-----------------+
|   New Civil Case at Republic of the Philippines    |   20 April 2009 |
+----------------------------------------------------+-----------------+
|   Appointment and Resignation of Directors         |   21 April 2009 |
+----------------------------------------------------+-----------------+
|   Resolution of the Shareholders' Annual General   |   23 April 2009 |
|   Meeting no. 15/2009                              |                 |
+----------------------------------------------------+-----------------+
|   Financial Statement Quarter 1/2009 and Reviewed  |   14 May 2009   |
|   Quarter 1 and Consolidated F/S                   |                 |
+----------------------------------------------------+-----------------+
|   Clarification of operation result quarter 1/2009 |   14 May 2009   |
+----------------------------------------------------+-----------------+
|   Caution with the Disclosure of Information       |   29 May 2009   |
+----------------------------------------------------+-----------------+
|   Progress Report on the Coral Resources Limited's |   3 June 2009   |
|   Case                                             |                 |
+----------------------------------------------------+-----------------+
|   Resignation of Director                          |   4 August 2009 |
+----------------------------------------------------+-----------------+
|   Financial Statement Quarter 2/2009 and Reviewed  |   7 August 2009 |
|   Quarter 2 and Consolidated F/S                   |                 |
+----------------------------------------------------+-----------------+
|   Clarification of operation result quarter 2/2009 |   7 August 2009 |
+----------------------------------------------------+-----------------+
|   Progress Report on the Court's Cases             |   15 September  |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   Resignation of Managing Director                 |   30 September  |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   License for Copper concentrates export           |   5 October     |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   Progress Report on the Court's Case              |   14 October    |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   Progress Report on the Labour Court's Cases with |   19 October    |
|   Mr.Tai Chong Yih                                 |   2009          |
+----------------------------------------------------+-----------------+
|   Resignation of Managing Director and update on   |   2 November    |
|   Labour Court Case                                |   2009          |
+----------------------------------------------------+-----------------+
|   Labour Court's Case                              |   10 November   |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   Appointment of Managing Director and Directors   |   12 November   |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   Financial Statement Quarter 3/2009 and Reviewed  |   13 November   |
|   Quarter 3 and Consolidated F/S                   |   2009          |
+----------------------------------------------------+-----------------+
|   Clarification of operation result quarter 3/2009 |   13 November   |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   Annual Holidays of 2010                          |   17 November   |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   Progress Report on the Court's Cases             |   18 November   |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   Appointment of Managing Director and Directors   |   19 November   |
|   (Amended)                                        |   2009          |
+----------------------------------------------------+-----------------+
|   Progress Report on the Criminal Case             |   23 December   |
|                                                    |   2009          |
+----------------------------------------------------+-----------------+
|   Progress Report on Coral Resources Limited's     |   7 January     |
|   case                                             |   2010          |
+----------------------------------------------------+-----------------+
|   Progress Report on the Court's Cases with Mr.    |   20 January    |
|   Tai Chong Yih                                    |   2010          |
+----------------------------------------------------+-----------------+
|   Financial Statement Quarter 4/2009               |   25 February   |
|                                                    |   2010          |
+----------------------------------------------------+-----------------+
|   Financial Statement Yearly 2009                  |   25 February   |
|                                                    |   2010          |
+----------------------------------------------------+-----------------+
|   Financial Statement Yearly 2009 (Revise)         |   25 February   |
|                                                    |   2010          |
+----------------------------------------------------+-----------------+
|   Increase of Share Capital of a Subsidiary        |   26 February   |
|   Company                                          |   2010          |
+----------------------------------------------------+-----------------+
|   Financial Statement Yearly 2009 (Revise)         |   26 February   |
|                                                    |   2010          |
+----------------------------------------------------+-----------------+
|   Financial Statement Yearly 2009 (Revise)         |   26 February   |
|                                                    |   2010          |
+----------------------------------------------------+-----------------+
|   Audited Yearly F/S And Consolidated F/S year     |   26 February   |
|   2009                                             |   2010          |
+----------------------------------------------------+-----------------+
|   Resignation of Director                          |   4 March 2010  |
+----------------------------------------------------+-----------------+
|   Clarification of operating result year end 2009  |   8 March 2010  |
+----------------------------------------------------+-----------------+

  Shareholder Relations

  The Board provides equal treatment to all shareholders regardless of
  the number of shares held and ensures that: 1) easy access for
  shareholders to review Company information as well as to attend
  shareholders’ meetings, 2) shareholders are informed of major
  developments and issues affecting the Company by the distribution of
  annual and quarterly reports in compliance with the SET and all other
  public company secretarial requirements, 3) prompt disclosure of all
  decisions or events which may affect the operating performance and/or
  financial position of the Company, 4) shareholders’ approval is sought
  on significant issues in accordance with the guidelines of the SET, 5)
  shareholders are provided an opportunity to raise any issues with the
  Board at the AGM.

  The Company’s Secretary is responsible for managing general
  shareholder enquiries and correspondence, and can be contacted
  concerning any issues or questions about Company activities. The
  secretary will in turn liaise with the Board of Directors in relation
  to said enquiries and/or concerns. In addition, to assure information
  access and improve involvement of shareholders in Company operations,
  the Board will maintain best practice policy including: 1) assurance
  of equal treatment to all, including minority and foreign, 2)
  entitlement to indemnity when their rights are violated 3) entitlement
  to voting rights according to the types and number of shares
  possessed, and equal access to Company information, 4) access to
  necessary information, adequately fairly, and timely, 5) not provide
  undisclosed information in favor of any group, 6) procedural practice
  at meetings should be arranged to provide equal access and attention
  to all at in as simple and low cost manner as possible, 7) not be
  pressured by any individual shareholder to direct the Company for
  personal interest thus causing long-term conflict or disadvantage to
  the other shareholders and, 8) strictly follow the collective goal, or
  direction, expressed by all shareholders and not the sole interests of
  any one shareholder or majority shareholder.

8.5 Use of inside information

Ensuring strict supervision of the use of confidential (inside)
information by defining in writing the explicit approach of
confidential-information retention as well as the prevention of insider
trading as part of CG practices and the Code of Business Conduct on the
exploitation of inside information in connection with securities laws;
regular revisions are undertaken for fairness to all stakeholders.

Completely disclosing in the annual report the share portfolios of the
Directors, Executive Management, and the manager of equivalent in
Finance and Accounting Division in compliance with the regulations of
the Office of Securities and Exchange Commission. The Office of the
Corporate Secretary reports to the Board each time any of these people
experiences changes in their portfolios.

Management Shareholding

  Shareholding by Directors and Management as at the latest closing date
  are as follows:

+----+----------------------+-----------+-----------+----------------+
|    |   Name               |   No. of  |           |   Increase/    |
| No |                      |   Shares  |           |                |
|    |                      |   held    |           |   (Decrease)   |
+----+----------------------+-----------+-----------+----------------+
|    |                      |   3       |   3       |                |
|    |                      | 0/12/2009 | 0/12/2008 |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Mr. Pricha         |           |           |   100,000      |
| 1. |   Attavipach         | 3,943,167 | 3,843,167 |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Mr. Ronald Wai     |           |           |   Nil          |
| 2. |   Choi Ng            | 4,517,441 | 4,517,441 |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Mr. Nickane        |   Nil     |   Nil     |   Nil          |
| 3. |   Sucharitaves       |           |           |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Mr. Nopadon        |           |           |   Nil          |
| 4. |   Mantajit           | 1,273,419 | 1,273,419 |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Dr. John Peter     |   Nil     |   Nil     |   Nil          |
| 5. |   Mills              |           |           |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Dr. John           |   400,000 |   400,000 |   Nil          |
| 6. |   Yangpichit         |           |           |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Khunying Jintana   |   Nil     |   Nil     |   Nil          |
| 7. |   Sookmark           |           |           |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Mr. Direck         |   Nil     |   Nil     |   Nil          |
| 8. |   Rattanavich        |           |           |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Mr. Krittapas      |   Nil     |   Nil     |   Nil          |
| 9. |   Kanikanant         |           |           |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Mr. Chakkrit       |   Nil     |   Nil     |   Nil          |
|  1 |   Parapuntakul       |           |           |                |
| 0. |                      |           |           |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Dr. Wichai         |   Nil     |   Nil     |   Nil          |
|  1 |   Cherdshewasart     |           |           |                |
| 1. |                      |           |           |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Mr. Cherdsak       |   Nil     |   Nil     |   Nil          |
|  1 |   Utha-aroon         |           |           |                |
| 2. |                      |           |           |                |
+----+----------------------+-----------+-----------+----------------+
|    |   Mr. Visoot         |   Nil     |   Nil     |   Nil          |
|  1 |   Phongsathorn       |           |           |                |
| 3. |                      |           |           |                |
+----+----------------------+-----------+-----------+----------------+

  Note: From Shareholder’s list by TSD as at the latest closing date
  which is 30 December 2009 and each

  director information includes the number of shares holding by spouse
  and person no sui juris

8.6 Personnel and Remuneration for year 2009

1 Number of personnel of the Company:

- Head Office, Bangkok (persons) 25

- Kaeng Khoi Office, Saraburi (persons) 16

- Phuket Office (persons) 2

 Total (persons) 43

Total salaries of personnel (Million Baht) 20.88

  2 Total wages for daily workers hired by the

  Company (Million Baht) N.A

  - Employees are sent to participate in seminars from time to time.