Management

1.  Management Structure

The Company has two sets of directors – the Company’s Board of Directors
and Audit Committee. Following are details of the two sets of directors:

1.  Board of Directors

  As at December 31, 2008 the Company’s Board of Directors consists of 8
  directors as follows:

  1. Mr. Vichien Phongsathorn Chairman

  2. Mr. Viwat Phongsathorn Director and Managing Director

  3. Mrs. Duangthip Eamrungroj Director

  4. Mr. Suradej Boonyawatana Director

  5. Mr. Paritud Bhandhubanyong Independent Director

  6. Mr. Udom Chatiyanont Independent Director and

  Chairman of Audit Committee

7. Mr. Suchai Vatanatrinakul Independent Director and Audit Committee

  8. Mr. Katiya Greigarn Independent Director and Audit Committee

  Mrs. Suchada Samaisut acts as Secretary to the Board of Directors and
  Corporate Secretary.

  Scope of Authorities and Duties of the Board of Directors

1)  Manage the Company according to the laws, objectives and articles of
    association as well as the resolution of the shareholders’ meeting,
    except for those matters requiring approval of the shareholders’
    meeting before implementation. Examples are matters that need the
    resolution of the shareholders’ meeting as specified by the law,
    related transactions, and purchase and sale of major assets as
    specified by the Stock Exchange of Thailand or other government
    units.

2)  Assign one or more of the directors or other people to act on their
    behalf.

3)  Appoint the Audit Committee Directors and other committees.

4)  Review and give consent to important matters such as policies, plans
    and budgets, management structure, management authority and any
    transactions specified by the Stock Exchange of Thailand or the
    laws.

5)  Supervise the management’s operations to make sure they follow the
    approved policies, plans and budget.

  In 2008, the Board of Directors convened a total of 4 meetings and the
  record of Directors’ attendance is summarized as follows:

  ------------------------------------------ ----------------------------
  Director’s Name                            Attendance / Total Meetings

  1. Mr. Vichien Phongsathorn                4/5

  2. Mr. Viwat Phongsathorn                  5/5

  3. Mrs. Duangthip Eamrungroj               4/5

  4. Mr. Suradej Boonyawatana                5/5

  5. Mr. Paritud Bhandhubanyong              5/5

  6. Mr. Udom Chatiyanont                    5/5

  7. Mr. Suchai Vatanatrinakul               5/5

  8. Mr. Katiya Greigarn                     5/5
  ------------------------------------------ ----------------------------

The present Company’s Board of Directors consists of 4 independent
directors.

1. Mr. Udom Chatiyanont

2. Mr. Suchai Vatanatrinakul

3. Mr. Katiya Greigarn

4. Mr. Paritud Bhandhubanyong

For the independent director selection criteria, the Company considers
the qualifications according to the policy set by the Security Exchange
Commission and the Stock Exchange of Thailand. The nominating procedure
is practiced as mentioned in Clause 9.2 – Criteria for Appointing
Directors and Managements page 33.

  The Company has specified the definition of independent directors as
  follows:

1)  Holding shares representing not more than 5% of shares with voting
    rights of the Company, parent company, subsidiaries, associated
    companies or any juristic persons with a potential conflict of
    interest.

2)  Not being an employee, staff member or salaried advisor or
    controlling person of the Company, parent company, subsidiaries,
    associated companies or any juristic person with a potential
    conflict of interest.

3)  Not being a person who has a blood or legally registered
    relationship in the form of fatherhood, motherhood, spouse,
    siblings, offspring, including spouse of siblings of the executives,
    major shareholders, controlling person or persons who are about to
    be nominated as executives or controlling persons of the Company or
    its subsidiaries.

4)  Having no business relationship with the Company, parent company,
    subsidiaries, associated companies or any juristic persons with a
    potential conflict of interest, which may interrupt his independent
    discretion and not having any characteristics that may affect the
    giving of independent opinions on the Company’s operations.

Term of the directors

The articles of association of the company provide that at every
ordinary meeting of the shareholders, one-third of the directors, or, if
their number is not a multiple of three, then the number nearest to
one-third must retire from office. The directors retire during the first
and second years following the registration of the company shall be
drawn by lots. In every subsequent year the directors who have been
longest time office shall retire. A retiring director is eligible for
re-election.

  9.1.2 Audit Committee

  As at December 31, 2008 the Company’s Audit Committee consists of 3
  directors as follows:

1. Mr. Udom Chatiyanont Chairman of Audit Committee with financial
review experience

  2. Mr. Suchai Vatanatrinakul Audit Committee

  3. Mr. Katiya Greigarn Audit Committee

Scope of Authorities and Duties

1)  Review that the Company’s financial reports to ensure accuracy and
    transparency.

2)  Review that the Company has appropriate and effective Internal
    Control and Internal Audit systems.

3)  Review that the Company complies with the Securities and Exchange
    Act, the rules and regulations of the Stock Exchange of Thailand and
    other laws related to the Company’s business.

4)  Consider, select and propose for appointment the of the auditor and
    the auditing fee.

5)  Consider the disclosure of the Company’s information in case there
    are connected transactions or transactions that possible conflict of
    interests to enhance accuracy, transparency and adequacy.

6)  Perform any other tasks as assigned by the Board of Directors which
    must be approved by the Audit Committee.

In 2008, the Audit Committee convened a total of 4 meetings, the record
of Directors’ attendance is summarized as follows:

  ---------------------------------------- ------------------------------
  Director’s Name                          Attendance / Total Meetings

  1. Mr. Udom Chatiyanont                  4/4

  2. Mr. Suchai Vatanatrinakul             4/4

  3. Mr. Katiya Greigarn                   4/4
  ---------------------------------------- ------------------------------

  9.1.3 Names of Executives

The company does not have full-time employees since it only invests in
the subsidiary. All finance and accounting work has also been outsourced
to subsidiary.

1.  Criteria for Appointing the Directors and Managements

For the year 2008, the board had not appointed the Nomination Committee.
The selecting of the qualified persons to be appointed as the director
will be made by consultation among the board. The board will select them
according to knowledge, experience, ability, and present them to the
board. For the annual ordinary general meeting of the shareholders for
the year 2008, there were two directors who would retire by rotation :
Mr. Vichien Phongsathorn and Mr. Paritud Bhandhubanyong which was in
accordance with the articles of association of the company. The board
had considered and resolved that it was deemed appropriate to present to
the annual ordinary general meeting of the shareholders that the two
directors would be re-elected as directors for another one term, because
these persons had knowledge, ability, and experience which is helpful
for the business operation of the company. The ordinary general meeting
of the shareholders for the year 2008, had unanimously resolved to
re-elect the two directors for another term.

However, the board fixed a guideline to appoint a Nomination Committee
from time to time to help the board as assigned.

2.  Remuneration for the Managements

    1.  Monetary Remuneration

1.  Directors

The Company has the policy to pay remuneration only to directors who not
involve in the operation management. In 2008, the remuneration to the
directors is as follows:

1) Premier Technology Public Company Limited

  ------ ----------------------- --------------- ------------ -------------
  No.    Name                    Meeting         Annual       Total(Baht)
                                 Allowance       Gratuity     
                                 (Baht)          (Baht)       

  1      Mr. Udom Chatiyanont    110,000         100,000      210,000

  2      Mr. Suchai              90,000          100,000      190,000
         Vatanatrinakul                                       

  3      Mr. Katiya Greigarn     90,000          100,000      190,000

  4      Mr. Paritud             50,000          100,000      150,000
         Bhandhubanyong                                       

                                 Total                        740,000
                                 Remuneration                 
                                 for the                      
                                 Directors                    
  ------ ----------------------- --------------- ------------ -------------

1)  Datapro Computer Systems Co., Ltd. : subsidiary

  - None –

2.  Managements

1) Premier Technology Public Company Limited

  - None –

  2) Datapro Computer Systems Co., Ltd. : subsidiary

  The remuneration of the managements of Datapro Computer Systems Co.,
  Ltd., in the form of salary and bonus, totaling 18 persons, is the
  amount of 31.7 Million Baht.

1.  Other remuneration

-   None -

1.  Corporate Governance

  (1) Good Corporate Governance Policy

The board pay attention to good governance. They believe that the
procedure of good governance and management in the frame of good ethics,
which has transparency, can be inspected, and is fair to all relevant
parties, which will promote the company to grow stably and sustainably,
and will enhance confidence to shareholders, investors, and all relevant
parties. For the year 2007, the board reviewed and fixed the good
governance policy for use as a guideline for writing on performance, as
appeared in the website of the company www.Premier-Technology.co.th. In
addition, the board fixed several performance guidelines on the rights
of the shareholders, the building of equality among all shareholders,
the promotion of social equality in education, the development of
disadvantaged juveniles, in addition to previous years, as per the
details in the next heading :

(2) Performance in Accordance with the Principles of Good Corporate
    Governance

The company holds importance in compliance with the good governance
policy, as fixed by the board for fairness to all the relevant parties,
as well as to provide services to its customers with international
quality products and staff. It made the report on compliance with good
governance, which is in accordance with the 5 categories of the
principles of good governance, as fixed by the Stock Exchange of
Thailand in the year 2006, as follows :

Category 1. Rights of Shareholders

The board fixed the good corporate governance policy to recognize basic
shareholder rights, and to not perform any actions that violate those
rights. The basic rights of shareholders as security investors, and the
company owners, are comprised of the right to buy, sell, or transfer any
security which they hold, the right to have a share in the profit of the
company, the right to obtain adequate information on the company, and
the right to participate in shareholder meetings to express opinions,
decision making on important matters such as dividend payment, electing
or removal of members of the board, the fixing of directors'
remuneration, the appointing of the auditor and auditor's fee, the
approval of important transactions that affect the direction of the
operation of the company, amendments of the memorandum and articles of
association of the company, etc. Normally, the general meeting of the
shareholders is held once a year.

In the shareholders' meeting the company complies with the criteria as
prescribed by law, and operates in any matters to promote and facilitate
the exercise of the rights of the shareholders in every meeting. For the
year 2008, the company held the ordinary general meeting of shareholders
on April 24, 2008, at Premier Corporate Park, One Soi Premier 2,
Srinakarin Road. The company sent the notice of he meeting 15 days in
advance to the Thailand Securities Depository Co., Ltd., which is the
company registrar, to send to shareholders, including the criteria and
procedure governing the shareholders' meeting, and information regarding
the agenda of the shareholders' meeting. Each agenda contained the
opinion of the board sufficiently and clearly, so that the shareholders
could make their decision and vote. The company put all the information
on the website of the company 7 days before the date of the meeting. In
the meeting, 6 directors (out of all 8 directors), participated in the
meeting. That included the chairman of the board, managing director, and
chairman of the audit committee. The chairman of the meeting gave the
shareholders the opportunity to exercise the right to inquire. There
were questions on the guidelines of business operation which would make
continuous profit. The board and the managing director presented the
guidelines to be adjusted to have more proportion on service business,
which provides more profit, and took the suggestion and opinion to
consider for business operation. The minutes of the meeting was sent to
the Stock Exchange of Thailand within 14 days, and later publicized in
the website of the company. In addition, the board fixed the guideline
to publicize the notice of the meeting and supporting documents, through
the website of the company, at the same time as that on which the
company sent such documents to the shareholders for the next meeting.

For the shareholders to send their questions in advance before the
meeting date, the company will create an online system on the website of
the company to facilitate the shareholders to send their questions,
suggestions, and opinions before the meeting date, for the annual
ordinary general meeting of shareholders, in the year 2009, in addition
to other usual and general communications made for the previous
meetings.

Category 2 Equitable Treatment of Shareholders

The board has supervised and protected the basic rights equally for all
groups and every shareholder, in both the procedure on the holding of
shareholder meetings, and in having measures to prevent the directors,
executives, and staff using inside information to procure undue
benefits, and to have the disclosure of information on their interests,
and the relevant persons of the directors and executives.

For the shareholders' ordinary general meeting of 2008, the board gave
the opportunity to the shareholders, who could not attend the meeting by
themselves, to make an instrument appointing a proxy to allow
independent directors, or other persons, to attend the meeting on their
behalf, by using forms which allow both for shareholders to indicate
voting by themselves, or which allow the proxy to consider and vote on
their behalf, and which were sent together with the notice for the
meeting, or which could be downloaded from the website of the company.
The company fixed the names and addresses of 3 independent directors to
be alternatives for appointing as a proxy by shareholders. For the
election of directors, to facilitate the shareholders to elect, it was
proceeded to have the shareholders elect the directors for the number,
as specified in the articles of association of the company, at the same
time. If any shareholder had an objection, then the director election
would be made, person by person, by ballot, which had been prepared.
Other significant agenda to which any shareholder objected would also
use the ballot. For the ordinary general meeting of the shareholders of
2009, the board has the policy that each shareholder should present any
matter to be added as agenda, and to present the name of the person for
director election. The period for acceptance of any matter was from
November 1, 2008, to January 15, 2009. The company publicized the
criteria and qualification of the directors, the form for presenting any
matter, the form for presenting the name of the person, and the letter
of consent from the person whose name was presented, in the website of
the company, and also informed the Stock Exchange of Thailand on October
31, 2008.

The keeping and preventing of the use of inside information, and the
disclosure by the directors and executives on the information concerning
their interests, and of relevant persons, is comprised of :

1)  The company has the policy, on the security of information systems,
    to maintain the criteria on important fundamental systems in order
    to build control systems which have the quality for use with, work,
    computer, and information communication systems.

2)  The company makes secrecy agreements with its staff, employees,
    suppliers, service providers, and the company visitors to prevent
    the disclosure of secret data or information of the company or its
    subsidiaries.

3)  The board and executive of the company jointly fixed written
    procedures concerning the use of inside information of the company
    to ensure transparency, equitable treatment, and fairness to the
    shareholders, and to prevent procurement of interest by the use of
    inside information which has not been disclosed to the public,
    including to avoid the criticism on the suitability of the sale and
    purchase of the company's securities. This means that the directors,
    executives, and staff of the company must keep the company's
    secrets, and/or inside information, and to not disclose or procure
    benefits for themselves or for other persons, whether directly or
    indirectly, and must not sell, purchase, transfer, or receive the
    transfer of the securities of the company by using the secret and/or
    inside information of the company, unless such information has been
    disclosed to the public, and must not use the secret and/or inside
    information of the company which may cause damage to the company,
    whether directly or indirectly, and must not sell, purchase,
    transfer, or receive the transfer of the securities of the company
    during the period of 1 month and within 2 working days after the
    disclosure of such information. This requirement includes the
    spouse, and any child which has not yet become sui juris, of the
    directors, executives, and staff of the company. Any person who
    violates such requirement will be punished by discipline and/or law,
    as the case may be.

4)  The company provides information to the directors and executives on
    the duty of executives to report their holdings of shares in the
    company, the penalty under the Securities and Securities Exchange
    Act B.E. 2535, the requirement of the Stock Exchange of Thailand,
    and in the event that the directors or executives sell or purchase
    securities of the company, that they must report their holding of
    shares of the company, and of their spouse, and any children who
    have not become sui juris, according to Section 59 of the Securities
    and Securities Exchange Act B.E. 2535, within 3 working days to the
    SEC, so that it can publicize such information.

Category 3 Role of Stakeholders

The company pays attention to the rights of every group of stakeholder,
whether they are inside stakeholders, such as the executives and staff
of the company, or outside stakeholders, such as creditors or customers,
etc. The company is aware that the support and presenting of opinion
from every group of stakeholders is helpful for the operation and
business development of the company. The company has performed in
accordance with the relevant laws and regulations so that the rights of
the stakeholders will be well protected. The company has reported on the
operations of the company to the stakeholders both through its annual
report and the website of the company. The stakeholders can contact the
board by normal communication.

The company fixed the business ethic for staff to work with continuous
loyalty and honesty, responsibility, determination, discipline, unity,
devotion, and development, by taking into account the rights of every
group of stakeholders, which is comprised of shareholders, customers,
creditors, competitors and the staff of the company, as per the details
in the website of the company www.Premier-Technology.co.th.

The company has developed the mechanism that the stakeholders can be
involved in improving the company performance, which comprises of :

1)  To regularly provide information on current services and products,
    including to provide training, to the customers.

2)  To build a good relationship between the staff of the company and
    the stakeholders through the activities of the staff club such as
    playing sport, and having social activities together, etc.

3)  To create partnership programs in various forms between the company
    and the stakeholders to improve business together.

The company pays attention to environmental responsibility of the
community and society by fixing a policy on the environment and society,
as per the details in the website of the company
www.Premier-Technology.co.th. For the year 2008, the company has the
activity for conservation of natural resources and the environment by
mangrove forest afforestation at Khlong Khon, Samutsongkram province.

Category 4 Disclosure and Transparency

The board pays attention to the disclosure of information which is
correct, accurate, timely, and transparent, of its business operations,
and reports both financial and non-financial information according to
the criteria set by the SEC and the Stock Exchange of Thailand, and
includes the information on the performance of the duties of the board,
which comprises of the number of meetings, policies and remuneration of
the directors. In addition, the company also discloses policies and
results on its performance with the environment and society, and its
policies and performance on good governance. The company publicizes the
information of the company through channels, including the media of the
Stock Exchange of Thailand, and the website of the company, both in Thai
and English languages, which the company adjusts to be current
information.

The board is responsible for the financial statements of the company and
its subsidiaries, and the financial information in its annual report.
Such financial report is made in accordance with generally accepted
accounting principles and standards. The accounting policy chosen is
suitable. The auditing committee will review the quality of the
financial statements and the internal audit system, including the
adequate disclosure of important information in the notes of the
financial statement, and then report to the board.

For investor relations, the company has not set up any specific
division, but has assigned the Managing Director to communicate with
institutional investors, shareholders, security analysts, and the
relevant government authorities, including to give the opportunity to
the general public to present opinion or make queries through the
investor relation section in the website of the company.

Category 5 Responsibilities of the Board

1.  Board Structure

The board is comprised of the persons having knowledge, ability, and
experience which are useful to the company, and of those who devote time
to performing their duties in the best interests of the shareholders.
They are persons who fix policies and plans, supervise, and follow up
the performance of executives to be in accordance with the plans. As at
December 31, 2008, the board comprises of 4 executive directors and 4
Independent directors.The number of independent directors is 50 per cent
or which exceeds 1/3 of the total board of directors, which is in
accordance with the criteria set by the SEC, in order to make a balance
in consideration of any matters, which is suitable with the duties of
the board. Under the articles of association, the board must comprise of
directors of not less than 5 persons, whose term is as per the details
in page 32.

For the committee of the company, the audit committee is comprised of 3
independent committee whose term is 3 years, with main duties to build
credibility, correctness, reliability, and to present the financial
information of the company on time, and to have qualifications as set by
the SEC.

The board fixed the guideline to appoint a nomination committee from
time to time to help the board as assigned.

The performance of duties of the directors and executives of the company
are clearly separated. The chairman of the board, who is a director, has
the additional power and duty aside from other director, as to calling
for a meeting of the board, to be the chairman in the board meeting, to
make a vote as the casting vote in the event that the votes are equal,
and to act as the chairman in the shareholder meeting. The managing
director has the power and duty to manage and carry out the works. The
Chairman of the board and the managing director are different persons.
Therefore, the board can check and balance the performance of the
executive efficiently.

For the performing of the duty as a director of another company, the
company has disclosed the information on directorship positions for each
director in the form presenting annual information (Form 56-1), and in
the annual report so that the shareholders know annually. The company
does not limit the number of companies for which a director can be the
director in those companies, which depends on the discretion and
potential of each director, which is different from each other. For the
managing director and the executives, the company has a clear set policy
and procedure for the holding of directorship in other company.

The board appointed a corporate secretary on 7 August 2008 to make and
coordinate the notices and minutes of the board meetings, committee
meetings, shareholder meetings, and annual reports, and to keep document
on the director register, including to keep it within a computer system
which is easy to access and which cannot be amended, and coordinate with
the legal division and other divisions to support the works of the
boards on laws and regulations.

2. Roles, Duties, and Responsibilities of the Board

The board performs the duty to consider and approve the operation of the
company which is comprised of policies, visions, missions, strategies,
risks, plans, and budgets, so that the management can proceed according
to the policies efficiently and effectively.

Good Corporate Governance Policy For the year 2007, the board reviewed
the good corporate governance policy and made it in writing as per the
details in www.Premier-Technology.co.th in order to have the efficient,
transparent, policy which can be checked, and build confidence for all
relevant parties, and to fix the procedure to review such policy
regularly in order that it will be in accordance with the conditions of
the company.

Business Ethics The board arranged to have the written business ethics
as per the details in www.Premier-Technology.co.th, so that the
execution and staff will hold them as principles for business operation
which is correct and fair to all relevant persons, including the staff,
and which has been informed to every person to know in order for them to
perform accordingly.

Conflict of Interest The board has set the policy on conflict of
interest, so that any decision to proceed with business activities must
be for the best interest of the company only, and which should avoid any
action which would cause a conflict of interest, by fixing that any
person related or connected to the considered transaction must inform
the company of his relationship or connection with that transaction and
must not participate, and who has no power to approve anything in that
transaction. The audit committee will present to the board about any
connected transaction, and any transaction which has a conflict of
interest. The suitability of such stipulation is considered carefully,
and the company must comply with the criteria of the Stock Exchange of
Thailand, including to disclose it in the form to present as annual
information (Form 56-1), and in the annual report. The details of the
stockholding of the directors and executives are on page 37.

Internal Audit The board pays attention to the supervision and internal
audit, both at the executive level and operation level, which is
efficient. The internal audit is the important mechanism to build
management confidence, to help reduce business risks, to help the
business operate efficiently by proper allocation of resources to
achieve its goals, to help prevent dishonesty or the loss of property,
to help ensure that financial reports are correct and reliable, and to
help that staff perform in accordance with the relevant laws and
regulations, and to help to protect the investment money of the
shareholders. Therefore, the company fixed the duty, and the power of
the executives and operating staff, clearly in writing. There is the
supervision of using of assets of the company for benefit and division
of duties between the operating staff and the person who supervises and
assesses their performance, so that there are the proper check and
balances between them.

The company makes and reviews controlling systems; operations, financial
reporting, compliance with rules, regulations, policies, and working
supervision, including risk management, and pays attention to early
warning and unusual transactions, of which the internal auditor from
outside the organization has the duty to inspect to ensure that the
company has sufficient and proper internal auditing, and also that the
internal auditor has independence and can perform fully the duty of
checks and balances. The internal auditor will report the result to the
audit committee. The company will follow up and assess it regularly. The
company will assess the sufficiency of the internal audit at least once
a year to ensure that the system will continue efficiently.

Risk Management The board pays attention to risk management for the
organization as a whole, and assesses and manages the risk of the
organization, in order to manage risk to be at an acceptable level. The
company has no division responsible directly for this matter. However,
the company makes the control self assessment both at executive level
and operation level, to jointly assess the risks, problems, obstacles,
and uncertainties, which may affect the operation in achieving the goals
of the company, or the incidents which may make the company lose
business opportunities, the risks which may arise from the causes from
inside and outside the organization. It is fixed that if any risk is an
obstacle to the business operation, and that it can prevent achieving
the company's goals, then the company must have the measures to manage
that risk, and to promote, and stimulate every person to build a working
culture of risk awareness, have understanding of the causes the risk,
such as to improve working procedure, and to use the resources properly
to prevent and reduce any loss which may occur. In contrast, such
systematical operation will make the company receive new business
opportunities which will build additional value for the organization.

In 2008, the company assessed the risks and the sufficiency of the
internal audit system in order to seek the guidelines to improve and
amend the working operations to have more efficient performance, of
which the scope includes the management, marketing, sales and resources.
The company assigns and follows up that the executive who is responsible
for each work proceeds with the guidelines on working improvement,
including to have the relevant persons used for the proceedings so that
the performance will be more efficient. The board considers and reviews
the sufficiency of the risk management system and the effectiveness of
the risk management many times, including to pay attention to early
warnings.

Report of the Board of Directors The audit committee has a duty to
review financial report, which accounting staff and auditor will have a
meeting altogether, and then present the financial report to the Board
of Director of the Company every quarter. The Board the Director of the
Company will be responsible for total financial statements of the
Company and subsidiaries, including the financial information (Report on
Responsibility of the Board of Director as to Financial Report) which is
specified in prepared in accordance with the accounting standard, and
audited by the certified public accountant of the Company. The
disclosure of the important information, both financial and
non-financial information, is made based on the complete and consistent
of facts.

3. Meeting of the Board of Directors

The Board of Directors fixes the meeting normally every 3 months. The
meetings schedule are set in advance annually, and additional special
meeting may be held as necessary. The agenda is set clearly. The
Chairman of the Board of Directors and the Managing Director jointly set
the agenda, consider the matters to be transacted in the meeting, and
give opportunity to each director to propose any matter to be transacted
as the agenda of the meeting. The documents will be sent in advance
before the meeting date so that the Board of Director will have
sufficient time to study the information before the meeting unless in
case of emergency, which the director can ask information from Managing
Director, or secretary of the Board of Directors, in addition to the
documents sent. The Company makes performance report and presented it to
the Board of Director every month, so that the Board of Director can
supervise the operation of the managing division continuously and on
time.

In consideration of the matters, Chairman of the Board of Director who
acts as the Chairman of the meeting will grant the opportunity to the
directors to express their opinion freely, and allocate sufficient time
for the director to discuss the important issue. The Managing Director,
as the top executive of the company, participates in the meetings every
time to explain information which is year plan, performance, new
project, etc., including to know the policy directly and use it
efficiently. The resolution of the meeting will be in accordance with
the articles of association of the Company. The decision of the meeting
will be made by majority rote. That is a director will have only one
vote for the voting. Any director who has interest in any matter will
have no right to vote in that matter. In case of equal vote, the
Chairman of the meeting can have another vote as the casting vote.

In each meeting of the Board of Director of the Company, the secretary
of the Board of Director attends the meeting and will record the minutes
of the meeting. The material part is comprised of date, time of
beginning - finishing the meeting, names of the directors present and
absent, summary of the matter proposed to the Board of Directors,
summary of the issue which has discussion, note of the Board of
Director, and resolution of the Board of Directors, etc. Then, it will
be proposed to the meeting to be certified in the next meeting, and send
to the Chairman of the Board of Director to consider and sign to certify
its correctness. In addition, the information and documents on the
meetings is kept both the original and by computer system for
convenience in searching and referring, which it cannot be amended.

Normally the Board of Directors will attend the meeting every time and
every person unless in case of necessary cause which will be informed in
advance before the meeting (Additional details of the meeting in the
year 2008 is in page 31,33). Moreover, it is the policy of the Board
that the non-executive directors have the opportunity to have meeting,
as necessary, among themselves, without management team, to debate the
issues they are interested. The meeting outcome will be notified by them
to the managing director.

4. Remuneration

The company has the policy to pay remuneration to the directors and
executive which is incentive in the appropriate levels, by taking into
account the performance of the Company, and in accordance with the
industry level in which the Company operates, including suitability with
the position and responsibility of each director and executive, in the
forms of director's remuneration, meeting remuneration, salary and
bonus.

Director's Remuneration In the year 2008, the director who is not
stakeholder considered the payment of director remuneration, and the
Annual Ordinary General Meeting of the Shareholding for the year 2008
had a resolution to approve the director's remuneration on April 24,
2008, by fixing the payment of directors' remuneration for the director
who not involve in the operation management., which is currently
comprised of 4 Independent Directors, and for the amount of not exceed
Baht 1,000,000 totally per annum.

Remuneration of Managing Director and Executive The Board will fix the
Managing Director's remuneration by consider the result of appraisal
made by the board but will not include the Managing Director. The
criteria for appraisal is set in advance together with the Managing
Director, and is objective, with care to pay the remuneration of the
executive of the Company and subsidiary at the appropriate level and in
competitive rate in the same industry, in order to keep the executive,
who has quality, to work with the Company. The Chairman of the Board
will inform the result of the consideration to the Managing Director.

The Board fixes the guideline to set up the Remuneration Committee from
time to time to help the board as assigned.

5. Board Self Assessment

The Board assessed their performance as the whole to assist in reviews
of their performance, problem, and obstruction in the previous year, and
to help increase the efficiency of their works. The Board jointly fixed
the criteria of assessment and the assessment as a whole regularly since
the year 2007.

6. Board and Management Training

The Board has policy to encourage and facilitate training for all
internal parties related the corporate governance including member of
the audit committee and executive to continuously improve their
performances, such as consultancy, study guideline of making foresight.
The members of the Board have participated the training in various
courses from the Association to Promote Institute of Thai Director (IOD)
at all times. In the event that there is a change of director, or new
directors, the management will provide documents and information useful
to perform their duties, including to arrange to have introduction to
the nature of business and the operation of the Company to the new
directors. In addition, the Company promotes to provide knowledge to
personnel relating to works of Company secretary and internal auditing,
which relates to supervision of the Company. The Company develops
personnel to succeed the executive's, and fixes the successors in case
the executives in any levels in cannot perform their duties.

1.  Protection Against the Use of Inside Information

(Details are as described on Page 37)

2.  Human Resources

There are no full-time employees at the Company as it invests in a
subsidiaries. It outsources its accounting and finance work to the
subsidiaries to manage.