9. Management

1.  Organization Structure

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1.  Board of Directors

According to managing and monitoring the company business, the board of
directors and the management have the policy to follow the principle of
good corporate governance, including other advices from Securities and
Exchange Commission, Thailand

  As of October 31, 2008, the Company has 18 directors in company board,
  as follows:

1.  Mr. Manoo Leopairote Chairman and Independent Director

2.  Mr. Chamroon Chinthammit Director

3.  Mr. Prapas Chutimavoraphand Director

4.  Mr. Pornsin Thaemsirichai Director

5.  Mr. Somchai Chinthammit Director

6.  Mr. Supasawn Sukhanindr Director

7.  Ms. Duangkae Chinthammit Director

8.  Ms. Duangdao Chinthammit Director

9.  Mr. Chalush Chinthammit Director

10. Mr. Chatri Chinthammit Director

11. Mr. Sukhum Tokaranyaset Director

12. Mr. Thawatchai Rojanachotikul Director

13. Mr. Tachpong Pakornsiriwongse Director

14. Mr. Somchat Chinthammit Director

15. Mr. Trakarn Chunharojrit Director / Company Secretary

16. Mr. Pramoon Vichiensin Independent Director

17. Pol. Gen. Boonpen Bumpenboon Independent Director

18. Mr. Sitti Leelakasamelurk Independent Director

The Company’s Shareholders have appointed the board of directors. The
board of directors has set up the Company Secretary to recommend and
assist the board of directors to conduct their duties in compliance with
relevant laws, corporate regulations and corporate governance including
taking into consideration the interests of Shareholders within best
practices of business ethics.

  Scope of Duties and Responsibilities

1.  Conduct their duties in compliance with relevant laws, corporate
    objectives, corporate regulations, and resolutions of shareholder
    meetings, except for matters requiring approval from shareholder
    meetings before working, such as activities required by legislation
    for resolutions of any shareholder meetings, articles of association
    of the Company, and major acquisition and disposition of assets
    requiring compliance of regulations issued by the Stock Exchange of
    Thailand or any other government agencies.

1.  Appoint or replace executive directors.

2.  Determine policies, strategies, and directions of the Company.
    Ensure the Management’s compliance with the policies, strategies,
    and directions determined with effectiveness and efficiency in order
    to maximize shareholders’ wealth and sustainable growth.

3.  Consider and make decisions concerning significant matters, for
    instance, business plans, budgets, major investment projects,
    administrative power, and any other articles required by related
    laws.

4.  Evaluate the Management’s performance and determine the Management’s
    remunerations.

5.  Be responsible for operation results and the work of the Management.
    Conduct duties with devotion and carefulness.

6.  Establish an accounting system, financial reports, and reliable
    audits. Ensure that there are procedures for internal control
    evaluation, effective and efficient internal audits, risk
    management, financial reports, and follow-ups.

7.  Prevent any conflicts of interest between interested persons and the
    Company.

8.  Ensure that the business is operated with integrity.

9.  Issue requirements and regulations considering the Company’s
    internal activities.

10. Present a full statement on responsibilities of the Company’s Board
    of Directors in preparing the annual report together with the
    audited financial statements and other significant matters in line
    with the SET Code of Best Practice for Directors of Listed
    Companies.

11. May appoint any other individual or other committees to function in
    the Company’s operation under the Board’s supervision or a power of
    attorney within a period approved by the Board. The authorization
    can be terminated, canceled, changed, or amended.

12. Supervise the Company’s day-to-day operations.

    1.  Audit Committee

  As of October 31, 2008, the Company has the members of the audit
  committee, as follows:

  1. Mr. Pramoon Vichiensin Chairman

  2. Pol. Gen. Boonpen Bumpenboon Director

  3. Mr. Sitti Leelakasamelurk Director

The Chairman of the Audit Committee shall appoint the secretary of the
audit committee.

Scope of Duties and Responsibilities:

To review and ensure that the disclosure of information in financial statement is accurate and adequate by cooperating with the Company's external auditor and management who is responsible for the quarterly and annually financial statement. Also, to recommend the external auditor to review or audit any transactions deemed significant during the auditing period;

To review To review internal control system and internal audit system to ensure appropriateness and effectiveness and consider independence of internal audit as well as approve the appointment, transfer, reward and termination for head of internal audit; 

To review and ensure that the Company's operations are in compliance with the rules and regulations of the SEC and the SET, as well as relevant laws;

To consider, select and nominate the external auditor and also propose the external auditor's remuneration including attend the meeting with the external audit without joining of the Company’s management at least once per year;

To consider the connected transactions or transactions that may lead to any conflict of interest and non-compliance with the laws and the SET’s regulation to ensure that those transactions are reasonable and bring highest benefit to the Company;

To perform any duties as assigned by the Board of Directors and agreed upon by the Audit Committee such as to review the financial management and risk management policy, review compliance with business ethic of the management and review with the management the important reports required for disclosure to the public according to the laws i.e. Management’s report and analysis, etc.;

To prepare the corporate governance report of the Audit Committee for disclosure in the company’s Annual Report in which has been signed by the Chairman of the Audit Committee and consisting of at least :

7.1 Comment on appropriateness and completeness and reliability of the Company’s Financial 

 Statement

  7.2 Comment on sufficiency of the Company’s internal control system

  7.3 Comment on compliance with the rules and regulations of SEC and
  SET as well as relevant laws

  7.4 Comment on appropriateness of the auditors

  7.5 Comment on connected transactions

  7.6 A number of Audit Committee Meetings and attendances of each
  member

  7.7 Comment or overview observation from which the Audit Committee has
  been gained after performing in compliance with the charter

  7.8 Any reports which deem appropriate to be reported to the
  shareholders and other general investors under the scope of works and
  responsibility as assigned by the Board of Directors;

To report all activities as scheduled in order that the Board of Directors can acknowledge the Committee’s activities as follows:

8.1 The Audit Committee’s minutes of meetings clearly specifying the committee’s comment in various issues

The report of the Committee’s comment on financial statement, internal audit and internal audit process

Any report which deem appropriate for acknowledgement of the Board of Directors; 

During performing their duties, if the Committee finds any doubtful transactions or behaviors as shown below which may cause a significant impact to the Company’s financial status and operating result, the Committee should report to the Board of Directors for further improvement as deem appropriated:

Conflict of interest transactions

9.2 Any suspicion or presumption of corruption, paradox or default which are significant for internal audit system

9.3 Any suspicion that there are non-compliance with the rules and regulation of SEC and SET or relevant laws

  In case that the abovementioned report has been already submitted to
  the Board of Directors and the discussion among the Board of
  Directors, the Committee and the Company’s management has been made
  for further improvement, however, after the due date, the Committee
  finds that there is the negligence without inappropriate reason, one
  of the Committee’s members can further report this to SEC and SET;

In case that the auditor finds any doubtful acts which are non compliance with the laws done by director, manager or any person who is responsible for the Company’s operating and the matters of fact has been reported to the Committee for acknowledgement and prompt inspection. The Committee should then report the outcome of preliminary inspection to the SEC, SET and the auditor for acknowledgement within 30 days after getting the auditor’s report. Any doubtful acts required to be reported including the procedure to gain the matters of fact should be in line with the Capital Market Commission’s regulation;

To have authorization to invite directors, management, department heads or employees for discussion or clarification on the Committee’s inquiry; 

To review the scope of works and responsibility as well as appraise the Committee’s performance on yearly basis

The Audit Committee is delegated a two-year term and required to be held
at least four meetings in a year.

2.  Board of Executive Directors

As of 31 October 2008, the Company’s Board of Executive directors are as
follows:

  1. Mr. Chamroon Chinthammit Chairman

  2. Mr. Prapas Chutimavoraphand Executive Director

  3. Mr. Pornsin Thaemsirichai Executive Director

  4. Mr. Somchai Chinthammit Executive Director

  5. Mr. Supasawn Sukhanindr Executive Director

  6. Mr. Trakarn Chunharojrit Executive Director

  7. Ms. Duangkae Chinthammit Executive Director

  8. Ms. Duangdao Chinthammit Executive Director

  9. Mr. Chalush Chinthammit Executive Director

  10. Mr. Sukhum Tokaranyaset Executive Director

  11. Mr. Thawatchai Rojanachotikul Executive Director

The Chairman of the Board of Executive directors shall appoint the
secretary of the Company’s Board of Executive directors.

Scope of Duties and Responsibilities:

1.  Determine policies, directions, strategies, and significant
    management structures for the Company’s operations that suit and
    support the economy and competition, as announced to corporate
    shareholders. Submit the proposed policies, directions, strategies,
    and structures to the Board of Directors for approval.

2.  Determine business plans, budgets, and the Company’s administrative
    power, as well as submit them to the Board of Directors for
    approval.

3.  Establish organizational structures and manpower policy including
    overviews of recruitment, training, employment, supporting young
    management team, and performance evaluation and remuneration
    criteria for all corporate employees.

4.  Examine and monitor policies and management plans to ensure their
    effectiveness and suitability for the corporate operations.

5.  Monitor the Company’s performance to ensure compliance with the
    approved business plans.

6.  Consider major investment projects of the Company in accordance with
    the provided guidelines for project approval.

7.  Conduct financial activities with financial institutions involving
    account opening, borrowing, pawning, mortgages, guarantees, and
    other activities including property trading and land ownership
    registration according to specified objectives and amounts of money
    in order to facilitate the Company’s operation.

8.  Monitor the development of managing system and risk management in
    each division.

9.  Carry out tasks assigned by the Board of Directors.

Any power of attorney given to the Board of Director must be controlled
by related legislation and the Company’s regulations. Any activities
that benefit/may benefit or affect interest of any executive director or
individual, or that may lead to conflicts of interest (according to the
SEC), are required to be presented by the Board of Executive Directors
to the Board of Directors for consideration. The particular executive
director and the interested individual are not allowed to vote in the
Board of Director meeting concerning the issue.

9.1.4) Nomination and Remuneration Committee

As of December 22, 2006, the Company has the members of the Nomination
and Remuneration committee, as follows:

  1. Pol. Gen. Boonpen Bumpenboon Chairman

  2. Mr. Pramoon Vichiensin Director

  3. Ms. Duangdao Chinthammit Director

The Chairman of the Nomination and Remuneration committee shall appoint
the secretary of the Nomination and Remuneration committee.

Scope of Duties and Responsibilities:

1.  Determine policies, regulations, and procedures for nomination of
    directors and executives including remunerations and other benefits
    in accordance with their responsibility, the operating results of
    the Company, the normal practices in the same industries and as
    indicated in the Board of Executive director’s policy.

2.  Select and nominate qualified personnel to the Board of Director for
    consideration and appointment of directors, directors in committees,
    executives including other committees.

3.  Review and give recommendations to the Board of Director
    corresponding to the organization structure, size and members of the
    Board of Director.

4.  Develop guidelines for evaluating performance of directors and
    executives in order to determine appropriate annual remunerations
    corresponding to their duties, responsibilities, and risks.

5.  Supervise to disclose reports of the work of the Nomination and
    Remuneration Committee in the corporate annual report, commencing in
    2008.

The Nomination and Remuneration Committee is delegated a two-year term
and required to be held at least two meetings in a year.

9.1.5) Risk Management Committee

As of December 22, 2006, the Company has the members of the risk
management committee, as follows:

  1. Mr. Somchat Chinthammit Chairman

  2. Mr. Sitti Leelakasamelurk Director

  3. Mr. Chalush Chinthammit Director

The Chairman of the Risk Management committee shall appoint the
secretary of the Risk Management committee.

Scope of Duties and Responsibilities:

1.  Develop policies to be considered by the Board of Directors
    regarding the overall corporate risk management that covers the
    Company’s major risks, such as market risk, liquidity risk,
    management risk, investment risk, and reputation risk.

2.  Design strategies in line with risk management policies to monitor
    and evaluate the corporate risk amount, as well as maintain the
    appropriate risk level.

3.  Review the adequacy of risk management policies and system, as well
    as effectiveness of the system and policies practiced.

4.  Provide recommendations in line with policies and strategies
    determined by the Board of Directors and present those
    recommendations to the Board.

The Risk Management Committee is required to be held at least two
meetings in a year.

9.1.6) The Executives

As of 31 October 2008, there are 7 top executives as follows:

  1. Mr. Chamroon Chinthammit President and CEO

  2. Mr. Prapas Chutimavoraphand Senior Vice President - Administration

  3. Mr. Pornsin Thaemsirichai Senior Vice President – Production &
  Technique

  4. Mr. Sukhum Tokaranyaset Senior Vice President – Accounting &
  Finance

  5. Mr. Thawatchai Rojanachotikul Senior Vice President -
  Administration

  6. Ms. Intira Sukhanindr Vice President – Business Development

  7. Ms. Duangdao Chinthammit Vice President – Human Resource

Scope of Duties and Responsibilities of President and CEO:

  1. Decide on important matters related to the Company. Determine the
  corporate missions, objectives, guidelines, and policies. Supervise
  the overall work. Be responsible for the Board of Directors.

  2. Have the power to employ, appoint, and transfer personnel as
  necessary and appropriate to be the management or staff members for
  corporate operations. Define appropriate functions, responsibilities,
  and remunerations of employees. Have the power to dismiss, lay off,
  and discharge employees as appropriate.

  3. Have the power to determine business terms and conditions, such as
  credit limits, payment terms, trade agreements, and trade term
  changes.

  4. Have the power to act and appear as a corporate representative to
  outsiders regarding affairs related and advantages to the Company.

  5. Approve the appointment of advisors needed in the corporate
  operations.

  6. Deal with affairs concerning the Company’s general operations.

The functions and responsibilities of President and CEO shall comply
with legislation and the Company’s regulations. The approval of
President and CEO does not apply to approval of transactions that would
allow President and CEO and related persons to have interest or cause
conflict of interests affecting the Company and its subsidiaries.

Chart 9.1 A summary of approved financial amounts of transactions
according to the Company’s authorization manual

+---+-----------------------------------------+-------+-------+-------+
|   | Approved Financial Amounts for          | BOD   | EXC   | PSD   |
|   | Important Transactions                  |       |       |       |
+---+-----------------------------------------+-------+-------+-------+
| 1 | Approval of purchasing and procurement  | More  | More  | Not   |
|   | done within a budget for each           | than  | than  | over  |
|   | transaction                             |       |       |       |
+---+-----------------------------------------+-------+-------+-------+
|   |                                         | THB   | THB   | THB   |
|   |                                         | 500   | 500   | 500   |
|   |                                         | Mi    | Mi    | Mi    |
|   |                                         | llion | llion | llion |
+---+-----------------------------------------+-------+-------+-------+
| 2 | Approval of purchasing and procurement  | More  | Not   | Not   |
|   | done without a budget requested for     | than  | over  | over  |
|   | each transaction                        |       |       |       |
|   |                                         | THB   | THB   | THB   |
|   |                                         | 300   | 300   | 10    |
|   |                                         | Mi    | Mi    | Mi    |
|   |                                         | llion | llion | llion |
+---+-----------------------------------------+-------+-------+-------+
|   |                                         |       | Rep   | Rep   |
|   |                                         |       | orted | orted |
|   |                                         |       |       |       |
|   |                                         |       | to    | to    |
|   |                                         |       | BOD   | EXC   |
+---+-----------------------------------------+-------+-------+-------+
| 3 | Approval of the sale of inventories,    | More  | Not   | Not   |
|   | fixed assets, and scraps at a financial | than  | over  | over  |
|   | amount for each transaction (under      |       |       |       |
|   | approval of the scrap examination       | THB   | THB   | THB   |
|   | officers)                               | 500   | 500   | 20    |
|   |                                         | Mi    | Mi    | Mi    |
|   |                                         | llion | llion | llion |
+---+-----------------------------------------+-------+-------+-------+
|   |                                         |       | Rep   | Rep   |
|   |                                         |       | orted | orted |
|   |                                         |       | to    | to    |
|   |                                         |       | BOD   | EXC   |
+---+-----------------------------------------+-------+-------+-------+
| 4 | Approval of expenses which a budget has | More  | Not   | Not   |
|   | been requested as a total financial     | than  | over  | over  |
|   | amount for each transaction             |       |       |       |
|   |                                         | THB   | THB   | THB   |
|   |                                         | 500   | 500   | 20    |
|   |                                         | Mi    | Mi    | Mi    |
|   |                                         | llion | llion | llion |
+---+-----------------------------------------+-------+-------+-------+
| 5 | Approval of expenses which a budget has | More  | Not   | Not   |
|   | not been requested as a total financial | than  | over  | over  |
|   | amount for each transaction             |       |       |       |
|   |                                         | THB   | THB   | THB   |
|   |                                         | 300   | 300   | 10    |
|   |                                         | Mi    | Mi    | Mi    |
|   |                                         | llion | llion | llion |
+---+-----------------------------------------+-------+-------+-------+
|   |                                         |       | Rep   | Rep   |
|   |                                         |       | orted | orted |
|   |                                         |       | to    | to    |
|   |                                         |       | BOD   | EXC   |
+---+-----------------------------------------+-------+-------+-------+
|   |                                         |       |       |       |
+---+-----------------------------------------+-------+-------+-------+
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| d |                                         |       |       |       |
| e |                                         |       |       |       |
| n |                                         |       |       |       |
| t |                                         |       |       |       |
| a |                                         |       |       |       |
| n |                                         |       |       |       |
| d |                                         |       |       |       |
| C |                                         |       |       |       |
| E |                                         |       |       |       |
| O |                                         |       |       |       |
+---+-----------------------------------------+-------+-------+-------+

Chart 9.2 Number of Meeting Attended

[]

9.2) Selection of Directors and Management

On December 22, 2006, Board of director appointed 3 directors as a
member of the Nominating and Remuneration Committee. Two of three
members are company’s independent directors. This committee has planed
to determine policies, regulations, and procedures for nomination of
directors in order to select and nominate qualified personnel to the
Board of Director and shareholder for consideration in annual
shareholder meeting on year 2008. However, the criteria for
consideration must be not less than the qualifications specified in
Section 68 of The SEC ACT B.E. 2535 (including the revised version) and
related announcements of the SEC. The election of directors is organized
in line with the following Company’s regulations:

1.  The corporate Board of Directors consists of at lease four
    directors, which not less than half of the number of directors must
    reside in the Kingdom. The directors must be qualified individuals
    who do not possess characteristics as prohibited by the laws.

2.  The election of directors by the shareholder meeting is in line with
    the majority of votes, and the following regulations and procedure:

(a) One vote per share is allowed for a shareholder.

(b) Shareholders vote for each individual nominated as a director. The
    number of vote(s) received by each nominee does not exceed the
    number of share(s) held by the particular voter, as specified in
    (a). The shareholder cannot allot any of their share(s) to any other
    individual. Directors are those individuals receiving the highest
    votes. Should the individuals receive the same number of votes where
    only one place for a director remaining, the chairperson shall be
    granted the final vote.

    1.  In an annual general meeting, one third of the directors are
        required to resign. If the total number of directors does not
        allow such division, the number of directors to resign should be
        at the closest to one third of the total.

    3.  Directors’ and Executives’ remuneration

  Directors’ Remuneration

  The Company has specified remuneration for its directors with approval
  from the shareholder meeting on February 28, 2008 as follows:

  Not Exceed to Actual Payment

  The amount of on Year 2008

  THB per year

1.  Remuneration for Chairman of 480,000 THB 480,000 THB

  Board of Director

2.  Remuneration for Chairman of 480,000 THB 480,000 THB

  Audit Committee

3.  Remuneration for 16 Directors 6,400,000 THB 6,400,000 THB

  (THB 25,000 per month per person + Bonus)

4.  Meeting allowances for 11 executive directors attending

  (THB 500 per meeting per person)

5.  Meeting allowances for 3 audit committee, 3 nomination and
    remuneration committee, 3 risk management committee attending

  (THB 5,000 per meeting per person)

  * Note, the directors’ remuneration are not include the remuneration
  from subsidiary companies

  Remunerations for the Management

  Remunerations for the Management are in line with the Company’s
  procedures and policies, and in relation to corporate operation
  results and each individual’s performance. Amounts of the
  remunerations are motivational and enable the company to achieve
  loyalty among the competent Management.

  Remuneration in Cash

1.  Remuneration for directory, paid in year 2009:

[]

  Note : Remunerations for directors are not include the remuneration
  for subsidiaries.

  2. Remuneration for Managements in the past year

  Remuneration for managements include board of executive director,
  total 14 persons, are composed of salary, bonus and allowance, total
  amount at THB 34.9 million

  Other Remunerations

  -None-

3.  Corporate Governance

The Board of Directors considers the importance of corporate governance
and understands its functions, duties, and responsibilities to the
Company, shareholders and stakeholders, as well as observes the Stock
Exchange of Thailand’s Code of Best Practice for the Director’s of
Listed Companies as follows:

Rights of Shareholders and Equitable Treatments of Shareholders

The Company always respects rights of its shareholders: basic
shareholder rights, ownership rights through the appointment of members
of the board of directors, and other legal rights. The provision of
information, news, updates through the corporate website and
newsletters, and arrangements for visits to the Company are evident that
the Company provides to its shareholders more than legal requirements.
The followings are a summary of the Company’s practices:

1. The Company provides shareholders, prior to a meeting, with
information on the date, time, venue, and all agenda items with complete
support data concerning issues to be decided. A notice of a meeting and
support document are sent to shareholders at least 7 days in advance.
The notice of shareholders meeting 2008 is posted on the Company’s
website so that shareholders can study all the information prior to
receiving the notice in documentation.

2. The Company’s website where shareholders and those interested may
download corporate financial information, corporate profile, and meeting
information is www.kslsugar.com. Inquiries may be e-mailed to
ir@kslgroup.com.

3. The Company facilitates and encourages the shareholders to exercise
their rights and votes. There are two closing times of the transfer
book. The transfer book is closed for shareholders’ right to attend the
shareholders meeting, allowing the shareholders to consider and approve
the annual dividend payment. And the book is closed again for
shareholders’ right to receive dividends, allowing the shareholders to
choose whether they want to hold the stocks for the dividends or not.
Shareholders meetings are organized at convenient venues. In 2009, the
corporate shareholders meeting was held at Grand Mercure Fortune Bangkok
Hotel, Bangkok, near the Company’s head office. The meetings are
notified in newspapers. Shareholders can register one hour prior to each
meeting. Should a shareholder not be able to physically present at a
meeting, they may appoint their proxy or an independent director as
their proxy to attend the meeting and vote.

4. The Company held the Annual General Meeting 1/2008 on February 27,
2009, where all 18 directors were present. Shareholders were given
opportunities to directly ask the corporate directors and committees any
relevant questions. The Company does not deprive its shareholders of
access to corporate information. For instance, all important information
is included in distributed notices without any last-minute addition of
agendas or changes in important matters. Shareholders who arrive late
are always allowed to attend meetings.

5. The Company allows shareholders to propose matters to be included in
a meeting’s agenda, prior to the meeting, with requirements and
procedures. For instance, there must be at least 2,000,000 shares held,
in which the share holding does not exceed 5% of paid-up registered
capital. A meeting agenda is presented in detail. Criteria for approving
or rejecting proposed matters as part of meetings’ agendas are stated
clearly. There are channels and periods of time for accepting
shareholders’ proposals. After proposals are accepted, the board of
directors’ meeting will consider and select the proposals. Shareholders
will be informed about the board’s meeting decision and reasons in
detail regarding the proposals through the Company’s website. In the
previous year, corporate shareholders did not propose any additional
matters to be included in shareholders’ meeting agendas. In 2009, it is
the Company intention to encourage its shareholders to electronically
submit the board their inquiries into shareholders’ meeting agendas via
its website prior to shareholders’ meetings.

6. The Company has facilitated nomination of candidates for corporate
directors by shareholders. Guidelines for the procedure and criteria
have been provided. For instance, registered mail can be used for
shareholders’ submission of their nominations. Periods of time for
accepting shareholders’ nominations are defined. Forms for nominees’
profiles are provided. The procedure for nominees’ declaration of their
consent is explained. Detailed information regarding the nomination is
posted on the Company’s website. After nominations are accepted, the
board of directors’ meeting will consider the nominations.

7. The Company is to provide information on a shareholders meeting
information for its shareholders on the corporate website. Hard copies
of the same information will also be sent to shareholders. Shareholders
meeting notices and support documents will be sent to shareholders at
least 7 days in advance.

8. In the 2008 annual shareholders meeting notice, the Company informed
its shareholders about rules and procedures of the shareholders meeting.
It nominated a corporate independent director: Mr. Manoo Liawpairot, Mr.
Pramoon Vichiensin, Pol. Gen. Boonpen Bumpenboon and Mr. Sitti
Leelakasamelurk as the shareholders’ proxies. Shareholders were provided
with standard proxy forms for indicating their votes.

9. Agenda of the 2008 annual shareholders meeting notice covered
appointments of directors, consideration of remunerations, appointment
of an independent auditor and determination of their remuneration,
dividend payment, and other important matters such as cancellation of
the issuance and offering of warrants. Necessary information for
shareholders’ decision was presented.

10. In the 2008 AGM, the chair informed corporate shareholders about
procedures relevant to the meeting including voting procedure.
Shareholders were given opportunities to express their opinions and ask
questions. There were inquiries about the Company’s financial statement
and operating results. Shareholders voted on an individual director.
Voting cards were used in case of disagreement over the meeting agenda.
The meeting was recorded on video.

11. In minutes of the Annual General Meeting 2008, names of all the
directors were shown (in 2008, all the directors were physically
present). Summaries of clarifications, questions, answers, opinions,
voting procedure, and vote count were provided. Regarding disagreement,
the meeting resolution was presented along with the total of votes in
favor/ against and no vote. The minutes were posted on the corporate
website within 14 days after the AGM.

12. Regarding the use and protection of inside information, the Company
has established measures to prevent the use of inside information by
directors, management, and employees for abusive self-dealing. (Details
are shown in The Use and Protection of Inside Information Section.)

13. The Company requires that a director must not operate or have any
position in any ordinary partnership, or be a general partner in limited
partnership, or be a director in any other limited company or public
company limited that operates businesses of the same nature and that is
the Company’s direct and indirect competition, unless the information
about their positions is disclosed before the appointment. Directors
must inform the Company immediately about their direct and indirect
conflicts of interest arising in any corporate contracts done between
fiscal years, or due to change in their acquisition of shares or
debentures of the Company or its subsidiaries between fiscal years. In
2008, the Company encourages its directors, management and those related
to the board to disclose information about their conflicts of interest
as part of the board’s meeting agendas. Directors who have conflicts of
interest in any issues being considered are not allowed to vote on those
particular issues.

Role of Stakeholders

Besides protecting the benefits and rights of shareholders, the Company
realizes the significance of other stakeholders contributing to its
prosperity, financial stability, and sustainability. These stakeholders
are customers, employees, suppliers, creditors, and the community the
Company operates in. The Company has always ensured integrity and fair
treatment for each stakeholder through its established policies, for
instance:

Rights of shareholders: Relevant policies are defined in “Rights of
Shareholders and Equitable Treatments of Shareholders” section.

Rights of employees: The Company respects its employees’ legal rights
according to the Labor Protection Act and related laws. It ensures fair
treatment for all employees regardless of their rank, nationality,
religious belief, and gender. Employees’ benefits are considered and
approved without discrimination. For transparency and fairness in
employees’ promotions and pay raises, the Company has established a
committee comprising of managements of different departments. To support
its growth, the Company encourages its employees’ knowledge and skill
development through in-house and outside training. Provident fund has
been set for the employees’ security. The Company upholds Thai Labor
Standard 8001-2546 of human rights and social responsibility. It was
given full and highest accreditation by the Department of Labor
Protection and Welfare, Ministry of Labor, with the Thai Labor Standard
(TLS: 8001-2546).

Rights of customers: Apart from customers’ rights specified in
contracts, the Company cares about their satisfaction. Follow-up and
customer satisfaction evaluating systems are done periodically in line
with ISO 9001: 2000 GMP and HACCP. The aim is to promote long-term
relationships between the Company and customers.

Rights of suppliers/partners: Most of the Company’s relationships with
its suppliers/partners are in the form of joint ventures. The Company
always respects legal rights of its partners as specified in joint
venture agreements, and ensures integrity, equality, and rights of
benefits corresponding to their investments.

Rights of creditors: Financial supports from creditors are of account
for the Company’s growth. Their rights specified in loan agreements are
respected. The Company has earned trust among its creditors by operating
with ethics as well as providing them information and updates concerning
the Company and its financial status.

Rights of the community and environment: The Company observes legal
rights of the communities it operates and it strictly acts to comply
with other related laws such as environmental law and factory act. The
Company is well aware of significance of the communities and provides
supports by sponsoring, developing infrastructure, and promoting social
activities that bring understanding and sustainable development to the
community. For instance, the reforestation project in Sa Kaeo Province,
Thailand, the project is based on His Majesty’s self-sufficiency economy
philosophy. Also, KSL Group made a donation to support the construction
of Bodhiwitchalai College, in Sa Kaeo Province, Thailand, which is an
education support. In addition, the Company participated in mangrove
forest swamp reclamation in Samutsongkram Province, Thailand and
involved in set sea turtles free with Sea Turtle Conservation Center,
Sattahip Naval Base, Chonburi Province, Thailand. For projects that may
have potential impacts on the community and environment, the Company
listens to public opinions and tries to minimize those effects. Specific
procedures have been set for environmental and social studies,
minimizing environmental and social impacts, and feasibility studies.
Prior to commencing its power plant project in Bo Ploy, Kanchanaburi
Province, Thailand, the Company had conducted public hearing and
analysis of impacts on the community and environment.

The Company always realizes the importance of all stakeholders as
mentioned. Moreover, it values all suggestions, opinions, and comments
that enable development and improvement of the corporate operation. All
the stakeholders can contact the Company if they want to report
incidents, complain, request for clarifications/amandments, or make
suggesstions by emailing ia@kslgroup.com, or faxing the internal audit
office at 02-6426092. In the previous year there was no wrongdoing
reported to the Company.

Disclosure of Information and Transparency

The board of directors ensures that important information relevant to
the Company is disclosed correctly, accurately, on a timely basis, and
transparently through channels that are trustworthy and equally easy to
access for the public. The followings are corporate practices:

1. Annual statements (Form 56-1) and annual reports are disclosed
through the SET channels and corporate website www.kslsugar.com. There
are also updates related to the Company and the industry posted on the
website to facilitate decision-making of those involved.

2. In the previous year, the Company’s disclosure of information and
transparency were approved by the Securities and Exchange Commission and
the SET, as its practice was in accordance with disclosure requirements.
Effectiveness of the corporate information disclosure procedure was
evaluated by outsiders and related organizations.

3. In the 2008 annual report, the Company’s board of directors’ roles
and responsibilities together with those of its committees are
disclosed. Also, corporate policies on remuneration payment for
directors and managements, a summary of corporate governance, policies
on the environment and society, corporate practices, a summary of
corporate business ethics, and directors’ training background are
disclosed. Remunerations paid to corporate directors by other firms,
however, are not included due to the fact that such information is those
firms’ inside information.

4. A statement of the board of directors’ responsibilities concerning
the Company’s financial report is provided along side the auditor report
in the corporate annual report. The contents include the certification
that the Company’s financial statements are fairly presented in
accordance with generally accepted accounting principles and
regulations. The statement is signed by the corporate chairman and
managing director.

5. Contents of the Company’s website consist of corporate governance and
results of practices in line with corporate policies, business ethics,
ownership structure, board structure, vision/missions, policies on the
environment and society, annual report, financial statement, news and
updates in both Thai and English.

6. The Company is well aware of the importance of disclosing information
to investors with accuracy, transparency, and accessibility. A team set
up to coordinate communications between the Company, investors, and
shareholders can be reached by email ir@kslgroup.com or contact:

1. Mr. Chanachai Chutimavoraphand Tel. 02-642-6230, ext. 294

E-mail : chanachai@kslgroup.com

2. Mr. Chalush Chinthammit Tel. 02-642-6230, ext. 291

E-mail : Chalush@kslgroup.com

In 2008, the Company arranged an analyst meeting at its conference room
every quarter for annual investor relations planning in order to promote
understanding of the corporate operation among investors. Meetings were
organized for reporting the Company’s operating results at the Stock
Exchange of Thailand in order to provide opportunities for small
investors to access corporate information and ask questions about the
operating results and progress with all the projects.

For foreign investors, in 2008 the Company worked with securities
companies and financial analysts in presenting its operating results and
progress with its projects. In 2009, presentations on corporate
operating results and progress were done in the United States and the
United Kingdom which were accompanied by the Stock Exchange of Thailand
and a securities company and in Singapore and Hong Kong which was
accompanied by a securities company. Visiting the Company has been
arranged for domestic and foreign investors who interest in corporate
businesses. Appointments can be made in advance with the Company’s
investor relations team.

Responsibilities of the Board of Directors

1. The structure of the board consists of 18 directors which 4 of them
are independent directors. One of the independent directors is a
corporate director who is not the managing director. The number of
directors is proportionate to the ownership of each shareholder group.
The Company’s directors possess qualifications in various fields, such
as skills and expertise in accounting, finance, laws, governance,
production technology, personnel, purchasing, marketing, real estate,
internal audit, and information technology. Detailed biographies,
qualifications, experiences, and ownership of directors are included in
Form 56-1.

Table 9.4 : Category of Directors

[]

Although the current number of independent directors is less than 1/3 of
the total of directors, the Company believes that it is quite
appropriate. Each of the directors has leadership, vision, independent
decision, and a balance of power proportionate to the ownership of each
group. Increase in the number of independent directors could result in
the total of corporate directors being too large in which flexibility
might be lacking.

2. The nomination and remuneration committee has determined that an
independent director: (1) must possess an amount of shares that does not
exceed 0.5% of the total of voting shares; (2) must not involve in
corporate management and must not be an employee or advisor including an
audit advisor, a legal advisor, or any other type of advisor receiving
salary, or a person with controlling power over the company, its
subsidiaries and associates, or a person who may have conflicts of
interest or may hold a stake in that manner not less than 2 years; (3)
must not have any business relationship, interest or stake both direct
and indirectly; (4) must not be a close relative or have other type of
relationship with management and major shareholders that might result in
lack of independence. Such requirements, which are stricter than other
general requirements, have been approved by the Company’s board.

3. It is required that during the annual general meeting, one third
(1/3) or close to one third of corporate directors resign. Each
director’s term is about three years. In case that the director serves
until the end of term and there is still no new election, the director
still continues to work until the company has new election of director.
The Company has not determined how many terms a director can serve. The
nomination and remuneration committee is considering the matter and
evaluating how easy or difficult it is to find experienced personnel to
serve as corporate directors.

Mr. Trakarn Chunharojrit, the board secretary, was also appointed as the
corporate general secretary on board’s resolution on January 25, 2008.

4. The board of directors has established the following committees: the
audit committee, the nomination and remuneration committee, and the risk
management committee, as well as defined their functions and
responsibilities. For transparency and independence in the work, the
majority of the committee members are independent directors, and chairs
of the committees are independent directors. Also, the chair of the
corporate board is not the chair or a member of those committees. The
board serves 2 years. In case that the director serves until the end of
term and there is still no new election, the director still continues to
work until the company has new election of director. In addition, at the
end of the term, if they are not re-elected, the term of the current
committees will end automatically. The Company has not yet determined
how many terms of a committee can serve. The nomination and remuneration
committee is considering the matter and evaluating how easy or difficult
it is to find experienced personnel to serve as corporate directors.

5. The board requires that a director must not operate or have any
position in any ordinary partnership, or be a general partner in limited
partnership, or be a director in any other limited company or public
company limited that operates businesses of the same nature and that is
the Company’s direct and indirect competition, unless the information
about their positions is disclosed in the annual general meeting before
the appointment. The requirement is applied to corporate executives as
well. None of the corporate directors serves as directors of more than 5
listed companies.

6. Roles, functions and responsibilities of the board of directors, the
audit committee, the executive board, the nomination and remuneration
committee, risk management committee, and managements are defined in
9.11 – 9.15. Guidelines for approving important transactions are
provided (Table 9.1). The Company also has further requirements as
follows:

The Audit Committee: Qualifications of the corporate audit committee
members are in line with relevant SET requirements. All the audit
committee members are independent directors. Mr. Sitti Leelakasamelurk,
one of the members, possesses sound knowledge, understanding,
professional experiences in accounting and finance. In 2008, the
committee had 4 meetings, and reports on their works were regularly
completed.

The Nomination and Remuneration Committee: The Company required that the
remuneration committee and nomination committee be combined. The chair
is an independent director. Directors serve in this committee have
expertise in several fields, such as governance, law, and human
resources management. In 2008, the nomination and remuneration committee
had 2 meeting, and reports on their works were regularly completed.

The Risk Management Committee: The board requires most of the risk
management committee members to be independent directors and the chair
to be an independent director. Directors serve in this committee have
expertise in several fields, such as accounting and finance, management,
investment, and corporate business. In 2008, the risk management
committee had 3 meetings, and reports on their works were regularly
completed.

7. The Company’s vision, missions, strategies, goals, business plans,
budgets, internal control, internal audit, and risk management have been
governed with effectiveness and efficiency. The current corporate vision
has been reshaped from being a sugar manufacturer to a producer of
alternative energy which is environmentally friendly. The new vision is
based on the idea that sugar is an energy source for human beings.
Ethanol fuels automobiles. Fertilizer nourishes plants. Electricity
energizes appliances. Corporate investments are in line with such
vision.

8. The board has established corporate governance policy as follows:
“The Company is committed to corporate governance to build trust among
shareholders, employees, and customers, as well as to create sustainable
competitive advantage. It emphasizes internal control, internal audit,
and risk management, as well as ensures that managements implement
policies effectively in compliance with legislation and business
ethics.” The policy has been communicated throughout the Group. The
Company ensures that its personal understands and complies with the
corporate governance. The work and corporate policies are always
evaluated and reviewed as indicated in 9.4 Corporate Governance.

9. The board has set a written ethics and codes of business conduct for
the Company’s directors and employees, which cover key matters, such as
honesty, integrity, conflicts of interest, and compliance with laws.
Compliance to the codes is monitored, and penalties are defined. Each
year the Company’s human resources department evaluates, reviews, and
revises the codes of conduct.

10. Conflicts of Interest Prevention, The board of directors thoroughly
considers and deals with transactions with (potential) conflicts of
interest. The audit committee considers related-party transactions
according to the SET legislation and procedure. Stakeholders in
transactions are not allowed to decide on those particular transactions,
which are fully and accurately disclosed in annual reports and from
56-1.

11. Efficient Administrations and Internal Control, the Company’s
internal control unit has been formed to ensure effective operations,
accurate and reliable information, compliance with legislation,
efficient and effective use of corporate resources, and protection and
corporate assets. The corporate internal audit provides analyses,
audits, evaluations, advice, and recommendations to support corporate
activities. The audit committee independently reviews and audits
adequacy and efficiency of the Company’s internal control and internal
audit once a year. The opinions on the corporate internal control system
are included in the annual report.

12. Risk Management, the risk management committee engages in
establishing the total risk management. Adequacy and efficiency of the
Company’s risk management system will be reviewed at least once a year.
The early warning system will be inplace for irregularity scanning.

13. The board of director sets at least 4 board meeting every 3 months,
and 1 additional meeting one month before annual shareholders’ meeting,
each director of the board is notified in advance. For the flow of the
Company’s operations, there are monthly executive meetings where the
board entitles the meeting to make decisions. In every board meetings,
the board of directors is informed about matters that have been approved
by the Company’s executive meeting to ensure that the board is able to
supervise, control, and monitor the work of managements on a regular
basis.

In board meetings, the chairman, managing director, and secretary
consider agendas. This is to ensure that the agendas cover important
matters. Each director may propose agendas independently.

The board’s secretary sends meeting documents to each director in
advance of the meeting date. The documents are concise. Confidential
issues that cannot be disclosed in writing or prior to the meetings are
brought to be discussed during the meetings.

In a board of directors meeting, the chairman of the board allocates
adequate meeting time for managements’ presentations and comprehensive
directors’ discussions. The chairman encourages careful consideration in
the meeting. Directors pay attention to each issue presented in the
meeting, including issues concerning governance of the Company. Top
executives from different departments attend the board meeting to
present details on the issues that they are responsible for in order to
facilitate the Board’s decision-making. The Board also has a chance to
know more about the top executives, as well as has access to important
additional information through the top executives. Directors may request
more information about issues in the meeting from the Company’s
secretary.

Minutes of the board of directors’ meetings include such important
matters as dates, times, names of directors who are present and absent,
summaries of proposals, summaries of discussions and remarks,
resolutions, opinions from directors who disagree, names of people
preparing minutes, and names of those approving minutes. The minutes are
bound and easy to retrieve. They cannot be changed. Numbers of the board
meetings and attendance are disclosed. The board sets a meeting every 3
months in a year, and the executive committee has monthly meetings
concerning the Company’s operating results. Information from the
executive committee meetings is presented to the corporate board of
directors.

In 2008, the board evaluated its works according to the applicable SET
evaluation criteria. Also, there were evaluations of directors in groups
and individually. The board considered the evaluation results and put
forward recommendations for improvement.

14. Directors’ Remunerations

The board of directors determines clear policies and guidelines for
payment of directors’ remunerations. For transparency, the remunerations
are proposed to shareholders annually. They are adequate and
motivational so that the Company is able to keep highly qualified
directors. Directors serving in committees receive appropriate
remunerations corresponding to more duties and responsibilities.
Remunerations are divided into 3 categories:

1 Regular remunerations are paid to non-executive directors monthly
with/without board meetings. There are 2 rates; chair of the board of
directors and chair of the audit committee each receives Baht 30,000 per
month. A director receives Baht 25,000 per month.

2 Meeting remuneration for a director serving in the board of directors
attending a board meeting is Baht 500 a meeting. There are 12 boards of
directors meetings in a year. Meetings of committees are held only if
necessary, and a member gets paid Baht 5,000 a meeting.

3 Annual extra remunerations paid to directors in accordance with the
corporate annual operating results.

15. Managing Director’ s Remuneration

Currently, the Company is considering criteria for determining the
managing director’s remuneration corresponding with operating results,
corporate size, and amounts offered by businesses operating in the same
industry. The remuneration is a motive for the managing director’s
developing the Company’s continuous and sustainable growth.

16. Directorships and Executive Development

The Company has provided training and human resources development
programs for all of its personal through internal and external training.
It allows the board to participate in its operations and ventures.
Corporate directors and executives have participated in training courses
organized by accredited institutions, such as Chairman, DAP and DCP
courses by Thai Institute of Directors (IOD), basic courses for the
audit committee, courses offered at the Stock Exchange of Thailand, and
cutting-edge management courses offered by other professional
institutions.

Corporate directors are required to complete training and orientation
providing important knowledge and skills that are crucial for their
directorships. Once there are business expansions or new ventures, the
Company invites corporate directors to visit the sites and monitor the
progress regularly. This is to enhance confidence among shareholders.

17. Succession Plans

The corporate board of director realizes that succession plans become
necessary in case the managing director or top executives are not able
to work. To ensure readiness for the circumstance, the Company has
prepared its human resources to be able to take on different
responsibilities assigned in order to appropriately cover for their
colleagues or fulfill their new positions. Executives are given
opportunities to learn about the work outside their fields. This is to
enable them to fill in assignments for their colleagues who are unable
to take on the responsibilities. The board of directors has assigned the
nomination and remuneration committee to research and coordinate with
accredited consulting firms and professional institutions during
development and revision of succession plans.

4.  Supervision of Use of Inside Information

The Company prohibits its directors and the Management from using inside
information concerning important matters including trading of securities
before publication for personal gains. Preventive measures against the
use of inside information by the directors and the management are as
follows:

1. The Company informs executives about their obligation to disclose
security holdings and changes of the holdings of themselves, their
spouses, and their children who have not yet attained the majority
according to the Securities and Exchange Act B.E. 2535, article 59 and
statutory penalty, article 275.

2. Circular notices are sent to executives advising those who receive
important inside information that affects prices of securities not to
trade corporate securities within that one month (except in case of
necessity) and not to disclose the important inside information before
the corporate financial statements or the particular information is
publicized.

3. Should there be any changes in security holdings of the Company’s
directors and executives, the changes must be reported to the board of
directors in security holdings matter on the agenda.

4. Important inside information and confidential documents saved as hard
copies or soft files are protected and access is limited to top
executives only when necessary. If any inside information needs to be
disclosed to corporate employees, the employees will be informed
properly about the limitation of the use of that information. An
employee who discloses corporate confidential information will be
penalized.

5. To monitor irregularity in corporate operating results, random
examination is done to security trade, the Company’s information system
and outside information sources.

9.6) Personnel

Information concerning the Company’s employee as of October 31, 2008 and
2007 is as follows:

Consolidated The Company Only

2009 2008 2009 2008

Average Number of Employees (persons)

During Production Season Period 5,395 4,020 1,358 1,276

During Normal Period 3,142 2,950 1,022 1,072

Employee Expenses (Million THB) 760.81 721.68 249.66 247.79

As of 31 October 2009, the Company had no dispute about labor issue
which might have a potential negative impact to its consolidated
financial statements

Personnel Development Policy

The Company has always valued its human resources. Policies on
continuous training and human resources management have been
established. The aims are to help employees reach their potential,
ensure effectiveness at work, and allow them to grow in their field. All
employees are required to receive training that is inline with the
Company’s direction and strategies. Training is well planed and always
financially supported by the Company.

In the past year, the Company spent a total of THB 1.8 million on
training for all levels of employees. It is committed to promote
life-long learning among the personnel, provide communications to
disseminate knowledge, and act as resources for learning among
personnel. A knowledge management system has been collaboratively
established in the organization.

The Company collaborated with The Natural Agriculture Foundation to
establish KSL River Kwae Natural Agriculture Center, Kanchanaburi
Province, to provide resources facilitating the training on
“Self-sufficiency economy” for management, employees, farmers, and
strategic partners. The training creates understanding in the
philosophy, its application to work, and balanced living.

KSL also applied to be part of “Ton-gla Archeep Project”, to provide
training in job development, new agricultural theories, and the
self-sufficiency economy way of life for villagers and unemployed
members of communities nearby. The training enables them to have jobs in
their hometown as well as promotes development of jobs in
self-sufficient agriculture. This agricultural practice allows them to
reduce dependency on chemicals in cultivation, which benefits the
ecological system, revive the environment, and creates sustainable good
relationshipps between people and nature.

It is the Company’s determination to support human resources development
in the organization and the country. This is evidenced by the fact that
it provides internship opportunities for students during their semester
breaks. The internship also serves as a way to develop and recruit the
right people to support the Company’s operations in the future.