9. Management

  9.1 The Board of Directors and Management Team

Management Structure

  9.1.1 The Plan Administrator

  The Central Bankruptcy Court of Thailand issued an order that the
  Company be rehabilitated on 8 May 2000. Maharaj Planner Company
  Limited was appointed as the Planner on 2 March 2001 and as the Plan
  Administrator on 11 December 2002. Accordingly, the management power
  of the Company’s Board of Directors and legal rights of shareholders
  of the Company, except the rights to receive dividends, are vested in
  the Plan Administrator.

  Maharaj Planner Company Limited is a limited liability company which
  was incorporated under the laws of Thailand on 19 February 1998. Its
  registration number is 0105541010968 (originally (4)197/2541) and its
  registered share capital is Baht 1,000,000.

  Shareholders of Maharaj Planner as at 30 April 2005 are as follows.

  -------------------------------------- --------------------- -----------
  Name                                   Number of shares      (%)

  1. Mr. Vikit Horrungruang              4,747                 47.47

  2. Ms. Penpunnee Horrungruang          4,747                 47.47

  3. Mr. Sawasdi Horrungruang            502                   5.02

  4. Mr. Abinash Majhi                   1                     0.01

  5. Mr. Sunthorn Chailaemluk            1                     0.01

  6. Ms. Pattama Horrungruang            1                     0.01

  7. Ms. Nuchanat Horrungruang           1                     0.01

                                         10,000                100.00
  -------------------------------------- --------------------- -----------

  Board of Directors of Maharaj Planner as at 31 December 2005:

+----+---------------------------------+------------------------------+
| N  | Name                            | Position                     |
| o. |                                 |                              |
+----+---------------------------------+------------------------------+
| 1. | Mr. Sawasdi Horrungruang        | Chairman                     |
+----+---------------------------------+------------------------------+
| 2. | Mr. Abinash Majhi               | Director                     |
|    |                                 |                              |
| 3. | Mr. Vikit Horrungruang          | Director                     |
+----+---------------------------------+------------------------------+

  Authorised director is one director signing with the Company’s seal
  being affixed.

  Scope of Duties and Authority of the Plan Administrator

  On 11 December 2002 the Bankruptcy Court ordered the approval of the
  Plan pursuant to Section 90/58 of the Bankruptcy Act and appointed
  Maharaj Planner Co., Ltd. as the Plan Administrator. The Plan
  Administrator has the authority as follows:

  1. To facilitate and implement the transactions provided for in the
  Plan;

  2. To take action to reduce or increase, as the case may be, the
  Company’s share capital as specified in this Plan;

  3. To dispose of NSM’s assets as described in the Plan;

  4. To collect NSM’s assets, including enforcing all of NSM’s legal
  rights;

  5. To pay proceeds of any cash payments to the Creditors as required
  by the Plan, including exercising the Company’s right to offset debts
  owed to it by Creditors;

  6. To resolve any problems arising prior to the termination of the
  Company’s business reorganisation;

  7. To obtain approval from the Bankruptcy Court to amend the Articles
  of Association, the Memorandum of Association or other corporate
  instruments as provided in the Plan;

  8. To exercise all legal rights of NSM’s shareholders, except the
  right to receive dividends;

  9. To manage NSM’s business operations and assets;

  10. To dispose of the assets of NSM when approval is received from the
  Creditors’ Committee, except for a sale in the normal course of
  business and a sale of steel scrap and inventories, which the Plan
  Administrator is authorised to do pursuant to the Plan;

  11. To report to the Bankruptcy Court regarding the success of all
  undertakings as contemplated in Article 16.2 of the Plan, and request
  that the Bankruptcy Court order the termination of NSM’s business
  reorganisation;

  12. To liaise with all Thai government or regulatory bodies, such as,
  the Ministry of Commerce, the SEC, SET and the Board of Investment in
  order to implement the Plan;

  13. To review all of NSM’s contractual arrangements and any other
  substantial documents;

  14. To prepare a monthly report on the implementation of the Plan
  proposed to the Creditors’ Committee or as requested by the Creditors’
  Committee as may be deemed appropriate;

  15. To subject to approval by a Super Majority Vote and/or the request
  of a strategic partner (if any), appoint or remove the chief executive
  officer and chief financial officer;

  16. To prepare and ensure that NSM proposes the business plan and
  annual budget as approved by the Creditors’ Committee and prepare and
  approve monthly expenses; and

  17. To consider the operation by using the appropriate discretion of
  the Plan Administrator including any suggestions by the Creditors’
  Committee in accordance with the terms of the Plan.

  The Plan Administrator shall have all the powers and duties authorised
  to it under the Bankruptcy Act and as stipulated in the Plan to manage
  the Company’s assets, execute documentation on behalf of NSM and take
  all necessary action as specified in the Plan. The Plan Administrator
  shall not sell assets of NSM except in the normal course of business
  or as authorised by the Plan. In addition, the Plan Administrator
  should not cause any additional encumbrances to NSM or release any
  encumbrances or right of claim which NSM has against the debtors
  unless consent is received from the Creditors’ Committee.

  9.1.2 Board of Directors

+----+-------------------------------+---------------------------------+
| N  | Name/Representatives          | Position                        |
| o. |                               |                                 |
+----+-------------------------------+---------------------------------+
| 1  | Mr. Sawasdi Horrungruang      | Chairman                        |
+----+-------------------------------+---------------------------------+
| 2  | Mr. Pichai Jirangsunsuk       | Director (Representative from   |
|    |                               | IFCT)                           |
+----+-------------------------------+---------------------------------+
| 3  | Mr. Christopher Charles       | Director (Representative from   |
|    | Sherriff Harborne             | Notes holders)                  |
+----+-------------------------------+---------------------------------+
| 4  | Dr. Don Bhasavanich           | Director and President          |
+----+-------------------------------+---------------------------------+
| 5  | Ms. Pattama Horrungruang      | Director                        |
+----+-------------------------------+---------------------------------+
| 6  | Mr. Abinash Majhi             | Director and Finance Director   |
+----+-------------------------------+---------------------------------+
| 7  | Asst. Prof. Raveewan          | Independent Director and        |
|    | Peyayopanakul                 | Chairman of the Audit Committee |
+----+-------------------------------+---------------------------------+
| 8  | Associate Prof. Wasant        | Independent Director and Audit  |
|    | Pongsapich                    | Committee Member                |
+----+-------------------------------+---------------------------------+
| 9  | Ms. Punnee                    | Independent Director and Audit  |
|    | Worawuthichongsathit          | Committee Member                |
+----+-------------------------------+---------------------------------+

  The authorised director is Mr. Sawasdi Horrungruang signing jointly
  with Ms. Pattama Horrungruang or Dr. Don Bhasavanich or Mr. Abinash
  Majhi together with the Company’s seal affixed.

  Scope of Duties and Authority of the Board of Directors

  The Plan Administrator sets out the scope of duties and authority of
  the Board of Directors as follows:

  1. To approve any major change to the Company’s hot mill;

  2. To approve any major addition or deletion to the steel mill of NSM;

  3. To approve the construction of any new plant of NSM;

  4. To approve the issuance of new equity shares;

  5. To incur any indebtedness other than working capital loans in
  amounts not exceeding US$ 2 million;

  6. To approve the execution of any contracts of more than two years'
  duration and/or an amount exceeding US$ 20 million in aggregate;

  7. To perform any activities which under applicable law or Articles of
  Association of NSM require the approval of the Board of Directors
  and/or general meeting of shareholders of NSM;

  8. To approve annual operations and capital budget;

  9. To approve any related operations and capital budget;

  10. To approve signatories to bind the Company in the normal course of
  business;

  11. To arrange monthly meetings of the Executive Committee. Where
  permitted by applicable law, cause NSM to appoint a firm of
  independent public accountants of international standard;

  12. To appoint an Audit Committee; and

  13. To review the Audit Committee's recommendations and actions
  thereof.

  The power of the Board of Directors is suspended and vested in the
  Plan Administrator during the implementation of the Plan until the
  Court orders the cancellation or termination of the rehabilitation of
  NSM.

  9.1.3 The Audit Committee

+----+----------------------------------+------------------------------+
| N  | Name                             | Position                     |
| o. |                                  |                              |
+----+----------------------------------+------------------------------+
| 1. | Asst. Prof. Raveewan             | Chairman of the Audit        |
|    | Peyayopanakul                    | Committee                    |
+----+----------------------------------+------------------------------+
| 2. | Associate Prof. Wasant           | Audit Committee Member       |
|    | Pongsapich                       |                              |
+----+----------------------------------+------------------------------+
| 3. | Ms. Punnee Worawuthichongsathit  | Audit Committee Member       |
+----+----------------------------------+------------------------------+

Scope of Duties and Authority of the Audit Committee is as follows:

1.  To ensure that the Company has accurate and sufficiently disclosed
    financial report by coordinating with external auditors and
    management responsible for preparing both the quarterly and annual
    financial reports. During the auditing process, the Audit Committee
    may advise the auditor to review any necessary and important
    matters;

2.  To ensure that the Company has an appropriate and efficient internal
    control and internal audit system by coordinating with internal and
    external auditors;

3.  To ensure that the Company complies with SEC rules and SET
    regulations or securities law;

4.  To select and propose an auditor of the Company and consider the
    proposed remuneration of the auditor taking into account
    creditability, sufficient resource, work load of the office of that
    auditor, and the experience of that auditor;

5.  To ensure accurate and complete disclosure of the Company’s
    information in the event of connected transactions and conflict of
    interest;

6.  To perform any action as assigned by the Board of Directors and
    approved by the Audit Committee, such as, a review of financial and
    risk management policy, review of business ethics of management,
    review with management on important matters to be disclosed to the
    public as provided by law, such as, management discussion and
    analysis;

7.  To prepare report of activities of the Audit Committee by disclosing
    in the Company’s annual report. The report shall be signed by the
    chairman of the Audit Committee and contains the following
    information:

  - opinion regarding reliability, accuracy and completeness on the
  process of the Company’s financial report;

  - opinion regarding sufficiency of the Company’s internal control
  system;

  - reason to believe that the Company’s auditor is eligible to be
  appointed as auditor for another period;

  - opinion regarding the Company’s compliance with SEC rules and SET
  regulations or other laws relevant to the Company’s business; and

  - any other report of which shareholders and investors should be aware
  of as per the scope of duties and responsibilities assigned by the
  Board of Directors of the Company.

  In performing the above duties, the Audit Committee shall comply with
  all regulations and resolution of the Board of Directors and shall not
  approve any transactions in which they have interest or any persons
  having conflict of interest with the Company and which shall be
  disclosed to the Board of Directors.

  9.1.4 The Executive Committee

  ------ ------------------------------- --------------------------------
  No     Name                            Position

  1.     Mr. Sawasdi Horrungruang        Chairman of Executive Director

  2.     Dr. Don Bhasavanich             Executive Director

  3.     Ms. Pattama Horrungruang        Executive Director

  4.     Mr. Abinash Majhi               Executive Director
  ------ ------------------------------- --------------------------------

  Scope of Duties and Authority of the Chairman of the Executive
  Committee includes,

  1. To recommend the shareholders on approval of NSM’s agreements for
  the business benefit;

  2. To recommend the shareholders on major investment or de-investment
  approved by the Board of Directors;

  3. To co-ordinate with the local regulatory authorities;

  4. To co-ordinate and liaise with financial institutions for NSM’s
  needs in its normal course of business.

Scope of Duties and Authority of the Executive Committee

  The Board of Directors will assign and delegate the sole exclusive
  right to the Executive Committee to function as its representative to
  conduct and manage the business affairs of the management team with
  respect to the operating units consisting of the hot mill and the
  finishing facility and with respect:

  1. To review and recommend budgetary control (operations) for every
  financial year.

  2. To review and recommend budgetary control (capital) for every
  financial year.

  3. To approve execution of any contracts (sales/purchase) of more than
  one years' duration and/or an amount exceeding US$ 12 million in
  aggregate.

  4. To review and take necessary steps in bi-monthly basis concerning
  the normal course of business of NSM.

  5. To ensure the sufficient internal audit.

  6. To approve purchase, payments, purchasing and accounting work.

  In performing the above duties, the Executive Committee shall comply
  with all regulations and resolution of the Board of Directors and
  shall not approve any transactions in which they have interest or any
  persons have conflict of interest with the Company or its subsidiaries
  and which shall be disclosed to the Board of Directors.

  9.1.5 Management team

+----+-----------------------+-----------------------------------------+
| No | Name                  | Position                                |
+----+-----------------------+-----------------------------------------+
| 1. | Dr. Don Bhasavanich   | President                               |
+----+-----------------------+-----------------------------------------+
| 2. | Mr. Abinash Majhi     | Finance Director                        |
+----+-----------------------+-----------------------------------------+
| 3. | Mr. Anthony W.        | Senior Vice President Overseeing Plant  |
|    | Bagnall               | and Production                          |
+----+-----------------------+-----------------------------------------+
| 4. | Mr. Santi Kittikote   | Project Director                        |
|    |                       |                                         |
| 5. | Mr. Sid Silk          | Deputy Operations Director              |
+----+-----------------------+-----------------------------------------+

Scope of Duties and Authority of the Management Team

  NSM will assign and delegate to the management team the right and
  duties to control, process and manage all business affairs of NSM’s
  steel mill, under supervision and power vested upon the Board of
  Directors and Executive Committee.

  This includes:

  1. To approve all operational and capital expenditure planning in the
  normal course of business subject to the above-mentioned approval
  requirement of the Board of Directors and Executive Committee;

  2. To cause NSM to receive cash and cash equivalents paid or available
  to NSM provided, however, that subject to any applicable exchange
  control regulations in Thailand and terms of the MRA and/or the Plan,
  all income received and all amounts available for the purpose of
  paying cost of debt, will be handled through bank accounts as approved
  by the Executive Committee;

  3. To hire employees and confirm employment of personnel presently
  employed by NSM reasonably required for the proper conduct of the
  business of NSM and, in connection therewith, determining the terms of
  employment for and compensation and benefits payable to each such
  employee subject to the necessary approval rights of the Board of
  Directors and Executive Committee for the senior management;

  4. To terminate employees, with or without cause, subject only to
  applicable laws and terms and conditions of any applicable employment
  agreement which is subject to the necessary approval right of the
  Board of Directors and Executive Committee for senior management;

  5. To cause NSM to enter into contracts for the purchase of raw
  materials, including scrap steel, DRI and other consumables and for
  the purchase of relevant services for freight and handling of such
  material subject to the necessary approval rights of the Board of
  Directors and Executive Committee;

  6. To conduct on behalf of NSM all marketing and sales of products and
  enter into contracts relating thereto subject to the necessary
  approval right of the Board of Directors and Executive Committee;

  7. To co-ordinate all research and development undertaken by NSM and
  enter into contracts relating thereto subject to the necessary
  approval right of the Board of Directors and Executive Committee;

  8. To liaise with Thai government officers and other officers or
  regulatory authorities in co-operation with and with the personal
  involvement of NSM’s chairman;

  9. To develop, maintain and monitor income and expense budgets for
  NSM;

  10. To develop, implement and enforce proper controls over cash
  receipts and disbursements, including limitations on check signing
  authority and the timing, duration and amount of monetary and other
  commitments of NSM for the purchase or sale of goods and services,
  provided that there is authorisation/signature of representatives of
  both the Board of Directors and Executive Committee;

  11. To control and analyse the availability and pricing of all raw
  materials, including scrap and other metal feedstock, for NSM subject
  to the necessary approval right of the Board of Directors and
  Executive Committee;

  12. To develop and analyse the market for the purchase of products,
  including the specifications for, and the mix of and periodic demand
  for, such products and entering into contracts relating thereto
  subject to the necessary approval rights of the Board of Directors and
  Executive Committee;

  13. To take such action as shall be required from time to time subject
  to the necessary approval rights of the Board of Directors and
  Executive Committee;

  14. To increase the efficiency and profitability of NSM; and

  15. To maximise NSM’s shareholder value.

  9.2 Remuneration for the Directors, Management Team, Auditor and Other
  expenses

  Money remuneration

  - Remuneration for the Directors and Management Team

  1. The Company is currently managed by the Plan Administrator
  appointed under the Rehabilitation Plan, therefore, the Company has no
  expenses in relation to the directors’ remuneration.

  2. Remuneration for the management team as listed in section 9.1.5
  amounted to Baht 41.07 million.

  - Remuneration for auditor.

  1. Audit fee

  The Company paid audit fee to auditor’s firm during the accounting
  period amounting to Baht 3,940,000.

  2. Other Service

  -None-

  - Other expenses

  The Plan Administrator charged actual expenses from Plan’s
  administration. However, such expenses have to be in budget line which
  has to be approved by the Creditors’ Committee.

  Unit : Million Baht

  Note. *Consulting fee is the Company’s consulting fee, finance
  consulting, legal consulting, industrial study fee, re-operating study
  fee.

  9.3 Corporate Governance

  During the rehabilitation period, the authority to manage the
  operation and business of the Company is vested in the Plan
  Administrator. The Company has adopted measures to ensure that the
  Company complies with a code of best practice in accordance with the
  guideline of the SET. Specific transactions must be approved by the
  Plan Administrator who will proceed as follows:

  1. After the Plan Administrator's approval has been obtained, if a
  transaction requires an approval of the Bankruptcy Court, the Plan
  Administrator will seek the Court's approval in order to comply with
  the Plan.

  2. For any transaction involving a conflict of interest or acquisition
  or disposal of assets, the Plan Administrator will carefully review
  such transaction and will seek approval from the Creditors’ Committee.

  After the Company is not in the rehabilitation process, the Board of
  Directors will comply with a code of best practices established for
  listed companies in accordance with the guidelines of the SET and will
  apply the 15 principle of good corporate governance as guidelines for
  the Company's business operations.

  The code of best practices will be applied by the Company as the
  guidelines to improve its business operation which covers creation of
  transparency which can be cross-checked, risk management, providing
  business ethics, setting up internal control procedures and giving
  value and equitable treatment to shareholders as well as protection of
  the shareholders’ benefits. The Plan Administrator expects to comply
  with this code of best practices by applying the following procedures:

  1. Good Corporate Governance Policy

  The Company Policy is to fully embrace the principle of Good Corporate
  Governance and this is the responsibility of the Board of Directors
  specifically to ensure its full adherence within the organization and
  by practice within the management and organization of the Company. The
  underlying principles of good corporate governance rely on the
  principles of equitable treatment and fairness of all stakeholders,
  the full and meaningful disclosure, and the transparency of the
  Company its operations and information.

  2. Rights and Equitable Treatment to Shareholders

  All shareholders are invited to the annual shareholder’s meeting. The
  Company will send out an invitation letter and agenda of each meeting
  to the shareholders prior to the meeting for their consideration.
  Shareholders have voting rights equal to the number of shares owned
  and must exercise all eligible votes to safeguard their investment in
  voting for a resolution, an opinion for a significant decision making,
  for example, regulations amendment and capital increase. All
  shareholders have right to receive correct, up-to-date, fully
  disclosed information. Shareholders wishing to appoint a proxy
  representation may appoint any person or may elect to appoint the
  Independent Director and Chairman of the Audit Committee, as
  recommended by the SEC.

  3. Rights of Various Groups of Stakeholders

  The Company realizes and respects the rights of various groups of
  stakeholders, including shareholders, minority shareholders,
  employees, customers, creditors, vendors, the public and communities
  through various procedures, such as, the Shareholder’s Meeting,
  providing information on employee’s rights concerning welfare
  benefits, receiving all inquiries from customers and nearby
  communities, environmental education and community programs in the
  areas where we operate, contracts with customers and ongoing dialogue,
  and contracts entered with vendors and suppliers.

  4. Shareholders’ Meeting

  A Shareholders’ Meeting is to be held at least once a year. Prior to
  the meeting, not only does the Company send an invitation letter along
  with the Shareholder’s Meeting agenda in advance, but also publish the
  meeting in the local media to ensure the full disclosure of the
  scheduled meeting.

  During the meeting, the Board of Directors provides Shareholder’s
  information and gives opportunity to Shareholders to raise any
  concerns and/or issues related to the Company’s operation. Meanwhile
  the minutes recorder will record all information disclosed, questions
  and answers given during the meeting and the minutes of the meeting
  will be distributed to all Shareholders for their own benefits
  afterward.

  5. Leadership and Vision

  The Company’s Board of Directors, selected to have a broad experience
  level, formulates the company’s vision, strategy, oversight of its
  business plan, and oversees a level of control and risk management of
  its operation. The Board of Directors objective is to maximize the
  return to shareholders in a controlled way.

  6. Conflict of Interest

  - Conflict of Interest

  The Company’s Board of Directors and Management have been informed for
  legal and ethical conflict of interest and related transactions
  guidelines. The Company has disclosed, in accordance with the
  regulations of Stock Exchange of Thailand, such information, detail
  and reason/necessity, if any in the Company’s Annual Report and the
  56-1 Form. The Company further uses the Audit Committee, internal
  auditors, external auditors, and external lawyers to review
  compliance.

  - Inside Trading Controls

  The Company informed all Board members and executive management about
  the Notification of SET concerning rules, procedures, and disclosure
  of securities holdings.

  7. Business Ethics

  The Company policy from the Board of Directors, communicated to both
  management and employees in the employee handbook, is to conduct
  business with sound ethics toward the Company, all stakeholders, the
  public, and the community.

  8. Balance of Power for Non-Management Directors

  The Company’s Board of Directors consists of 9 directors which are:

  - Directors 6 persons

  - Independent Directors-Audit Committee 3 persons

  Therefore, the Company has 3 directors who are independent and are not
  involved in the daily operations of the Company.

  9. Aggregation or Segregation of Positions

  The Company’s Chairman of the Board of Directors is not the same
  person as the President and CEO and the structure of the Board of
  Directors consists of Independent Directors comprising 1/3 of the
  Board. This creates a balance between the interests and representation
  of the shareholders and management as well as independent persons who
  could review the Company’s business plans, controls, and create a
  balanced view.

  10. Remuneration for Directors and Management

  The remuneration of the Company’s Directors and Management has been
  considered and approved as outlined. This is in order to be
  competitive in the market in attracting highly qualified individuals,
  to reflect the contributions and performance of the individuals in
  meeting the Company objectives, and consistent with the performance of
  the Company.

  11. Board of Directors’ Meeting

  The Company will hold annually at least 8 Board of Directors meetings
  and monthly Executive Committee meetings. There will be calls for
  regular meetings and/or for emergency meetings when there is need for
  the directors/committee’s consideration, opinion and decision, by
  sending out prior notice, invitation and agenda to all directors and
  committees.

  12. Committee

  The authority and responsibility of the Board and its committees are
  clearly defined. The report of the committees’ quarterly meeting as
  well as any items for further consideration are reviewed by the Board
  of Directors and Management of the Company as appropriate for further
  action.

  13. Controlling System and Internal Audit

  The Audit Committee controls the work of the external auditor, the
  outsourced internal audit function, the review of management
  information, reporting, risk controls, and systems, and the
  performance of the management specific to these areas. They meet and
  report quarterly to the Board of Directors. Ultimately, the management
  of the Company with relevant professionals is tasked with providing a
  level of control to manage the performance of the Company in a
  controlled way.

  14. Report form the Board of Directors on the Company’s Financial
  Statement

  With a thorough consideration and careful review of the Company’s
  financial statement, the Board of Directors will ensure that it
  follows the generally accepted accounting standards. The Company has
  to regularly exercise appropriate accounting policy and standards. In
  addition, the Board of Directors has a resolution to appoint an Audit
  Committee and outsiders to be the Internal Auditors to observe the
  Company’s internal control system and to verify the completeness and
  accuracy of the Company’s financial statements.

  15. Relations with Investors

  Investor Relations Department is established for individual investors
  or stockholder benefits and interests as the Company recognises the
  significance of their investments and values. The analysts meetings
  are to be held at least twice a year to meet with investors and
  analysts to provide updated Company financial results and business. A
  site visit or Company visit are welcome by through contact with the
  Investor Relations Department.

  9.4 Supervision of Internal Information Control

  The Plan Administrator and the Company adopt a policy and measures to
  supervise the management on the use of internal information for their
  own benefits and trading securities. In particular, during the one
  month before the Company's financial statements will be disseminated
  to the public, the information will be limited only to those who have
  the need to know.

  The Company’s executives and the Plan Administrator are fully
  responsible for preparing and submitting to the SEC and the SET the
  report on their shareholding in the Company including those of their
  spouses’ and minor childrens’ and any change thereof in accordance
  with section 59 of the Securities and Exchange Act B E 2535 within the
  following specified period:

  - An initial shareholding report (Form 59-1) must be submitted within
  30 days after the end of subscription period of any public offering of
  the Company or after the date of appointment to be the management of
  the Company.

  - The report of change in shareholding (Form 59-2) must be submitted
  within 3 business days after the purchase, sale or transfer.

  Those who fail to comply with the policy or measures will be penalized
  pursuant to the Company's regulations.

  9.5 Human Resources

  As of 31 December 2005, NSM had 746 employees with Baht 303.33 million
  of total annual remuneration. Manpower in each department is shown as
  follows.

+---------------------------------------------------+------------------+
| Department                                        | Manpower         |
+---------------------------------------------------+------------------+
| President & Headquarters Office                   | 22               |
+---------------------------------------------------+------------------+
| Human Resources and Administration                | 35               |
+---------------------------------------------------+------------------+
| Financial & Accounting, Procurement, and          | 86               |
| Warehouse                                         |                  |
+---------------------------------------------------+------------------+
| Commercial                                        | 8                |
+---------------------------------------------------+------------------+
| MIS                                               | 15               |
+---------------------------------------------------+------------------+
| Production, Planning and Logistics                | 261              |
+---------------------------------------------------+------------------+
| Technical and Product Development                 | 37               |
+---------------------------------------------------+------------------+
| Engineering                                       | 194              |
+---------------------------------------------------+------------------+
| Finishing & Project Office                        | 88               |
+---------------------------------------------------+------------------+
| Total                                             | 746              |
+---------------------------------------------------+------------------+

  The Company realizes indispensable role of Human Resources as to build
  up the Company’s competitive advantages. For that reason, the
  Company’s policy encourages our employee to develop competency with
  their full potential. Simultaneously, we manage compensation and
  welfare to retain our valuable human capital at all levels.

  Human Resources Management Policy

  The Company focuses on the policy that continually encourage human
  resources development. Therefore, we establish systematic human
  resources process and apply various training and development method,
  for instance, overseas training, coaching and career path, as well as
  career development. Additionally, we focus on managing our knowledge
  capital, utilizing it into tangible outcome and foster live-long
  learning culture that lead us to become a modern, learning
  organization.