8. Management

3.  Organization Structure

[]

1.  Board of Directors

As of October 31, 2011, the Company's Board of Directors comprises of:

1)  Mr. Manu Leopairote Chairman and Independent Director

2)  Mr. Chamroon Chinthammit Director

3)  Mr. Prapas Chutimavoraphand Director

4)  Mr. Pornsin Thaemsirichai Director

5)  Mr. Sukhum Tokaranyaset Director

6)  Mr. Thawatchai Rojanachotikul Director

7)  Mrs. Intira Sukhanindr Director

8)  Ms. Duangdao Chinthammit Director

9)  Mr. Somchai Chinthammit Director

10) Ms. Duangkae Chinthammit Director

11) Mr. Chalush Chinthammit Director

12) Mr. Chatri Chinthammit Director

13) Mr. Somchat Chinthammit Director

14) Mr. Tachpong Pakornsiriwongse Director

15) Mr. Pramoon Vichiensin Independent Director

16) Pol. Gen. Boonpen Bumpenboon Independent Director

17) Mr. Sitti Leelakasamelurk Independent Director

18) Mr. Karun Kittisataporn Independent Director

19) Mr. Worapatr Todhanakasem Independent Director

20) Ms. Nongluck Phinainitisart Independent Director

21) Mr. Trakarn Chunharojrit Director/ Corporate Secretary

The company has 21 directors, of which 9 are non-executive directors and
7 are independent directors. The Board of Directors is in charge of
managing and governing the company's operations according to law, rules
and regulations of the Stock Exchange of Thailand, the Securities and
Exchange Commission, Capital Market Supervisory Board, and the company's
objectives and requirements. The Board performs their duties with
integrity and diligence.

The Board of Directors is appointed by the company’s shareholders. The
Board has established the Corporate Secretary Office to recommend and
assist the Board to conduct their duties in compliance with relevant
rules, regulations and corporate governance. The office also coordinates
and ensures that corporate shareholders receive appropriate treatment.

  Scope of Duties and Responsibilities

1.  Manage corporate operations for shareholders' optimum benefits.
    Fulfill duties with due diligence and integrity. Comply with the
    law, objectives, requirements and resolutions of the shareholders'
    meeting. Disclose to shareholders information Thai is correct,
    complete and transparent.

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.  The Board of Executive Directors

As of October 31, 2011, the Company’s Board of Executive Directors
consists of:

1)  Mr. Chamroon Chinthammit Chairman

2)  Mr. Prapas Chutimavoraphand Executive Director

3)  Mr. Pornsin Thaemsirichai Executive Director

4)  Mr. Sukhum Tokaranyaset Executive Director

5)  Mr. Thawatchai Rojanachotikul Executive Director

6)  Ms. Duangdao Chinthammit Executive Director

7)  Mr. Somchai Chinthammit Executive Director

8)  Ms. Duangkae Chinthammit Executive Director

9)  Mr. Chalush Chinthammit Executive Director

10) Mr. Trakarn Chunharojrit Executive Director

11) Mrs. Intira Sukhanindr Executive Director

12) Mr. Tachpong Pakornsiriwongse Executive Director

  The Chairman of the Board of Executive Directors appoints the
  secretary of the Company’s Board of Executive Directors.

Scope of the Board of Executive Directors' Duties and Responsibilities

1.  Determine policies, directions, strategies, and main management
    structures for the Company’s operations that suit and support the
    economy and competition, as defined and 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 administrative power of the
    Company to be submitted to the Board of Directors for approval.

3.  Establish organizational structures and manpower policy including
    overviews of recruitment, training, employment, succession planning,
    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 Company's operations.

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

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

7.  Conduct financial transactions 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 operations.

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

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

Any power mentioned above given to the Board of Directors shall be under
the law and the Company’s regulations. Any activities that benefit/may
benefit or affect interests of any executive director or individual, or
that may lead to conflicts of interest (according to the SEC
Notification), 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 shall not be allowed to
vote in the Board of Directors meeting concerning the matter.

1.  Audit Committee

  As of October 31, 2011, the Audit Committee comprises of:

1)  Mr. Sitti Leelakasamelurk Chairman

2)  Mr. Pramoon Vichiensin Director

3)  Pol. Gen. Boonpen Bumpenboon Director

4)  Ms. Nongluck Phinainitisart Director

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

Scope of Duties and Responsibilities:

1.  To review and ensure that the disclosure of information in financial
    statements are accurate and adequate

2.  To review the Company's internal control system and internal audit
    system ensuring their appropriateness and effectiveness

3.  To review and ensure that the Company's operations are in compliance
    with securities and stock exchange laws, the SET regulations, or
    other laws applicable to corporate businesses

4.  To consider, select and nominate the external auditor; and propose
    the external auditor's remuneration

5.  To review the Company's disclosure in case of related party
    transactions or transactions that may lead to any conflict of
    interest and ensure that the disclosed information is correct and
    complete

6.  To perform any duties as assigned by the Board of Directors and
    agreed upon by the Audit Committee, such as reviewing financial
    management and risk management policies, reviewing Management's
    compliance with business ethics, and reviewing with Management
    important reports to be presented to the public as prescribed by the
    law, i.e. Management’s reports and analyses, etc.

7.  To prepare reports of the Audit Committee for disclosing in the
    Company’s annual report in which shall be signed by the Chairman of
    the Audit Committee and consist of at least the following
    information :

1.  Opinions on accuracy, completeness and reliability of the Company’s
    Financial Statements

2.  Opinions on adequacy of the Company's internal control system

3.  Comments the Company's on compliance with laws on securities and the
    Stock Exchange of Thailand, the Set requirements, or laws applicable
    to the Company's businesses

4.  Comments on suitability of the auditor

5.  Comments on transactions that may lead to conflicts of interest

6.  Numbers of the Audit Committee meetings and attendances of each of
    the Audit Committee members

7.  Comments or overview observation which the Audit Committee has
    obtained from performing in compliance with the Charter

8.  Any reports considered appropriate for notifying corporate
    shareholders and general investors under the scope, duties and
    responsibilities as assigned by the Board of Directors

8.  To report routine activities in order that the Board of Directors
    shall acknowledge the Audit Committee’s activities as follows:

1.  The Audit Committee’s minutes of meetings clearly specifying the
    Committee’s comments on different matters

2.  The report on the Committee’s opinions on corporate financial
    statements, internal audit and internal audit procedure

3.  Any report considered appropriate for acknowledgement of the Board
    of Directors

9.  In performing its duties, should the Audit Committee find any
    doubtful transactions or

  conducts as shown below which may cause a significant impact to the
  Company’s financial status and operating results, it should report to
  the Board of Directors for improvement and correction within time
  frames it deems appropriate:

1.  Conflict of interest transactions

2.  Any suspicion or presumption of corruption, abnormality, or fault
    which are

  significant in the internal audit system

3.  Any suspicion that there might be non-compliance with securities and
    stock exchange laws, the SET regulations, or laws applicable to the
    Company's businesses. Should the Audit Committee report to the Board
    of Directors matters that significantly affect the Company’s
    financial status and operating results, and discussion between the
    Committee and the Board of Directors on improvement and correction
    occurs, after the agreed due date, the Audit Committee finds that
    the matters have not been acted upon without any good reasons, one
    of the Committee’s members may further report the finding to the
    Securities and Exchange Commission and the Stock Exchange of
    Thailand.

10. In case that the auditor finds any doubtful acts committed by a
    director, manager or any person responsible for the Company’s
    operations that might be non compliant with the law and reports to
    the Audit Committee the fact about such conducts for acknowledgement
    and prompt inspection, the Audit Committee shall then notify the
    outcome of preliminary inspection to the SEC, SET and the auditor
    within 30 days after being notified by the auditor report. Reporting
    of doubtful acts and the procedure to gain the facts on such acts
    shall be in line with the Capital Market Commission’s regulations.

11. To have authority to invite directors, Management, department heads
    or employees to discuss or answer the Audit Committee’s inquiries

12. To review the scope of authority and responsibilities, and appraise
    the Audit Committee’s performance on a yearly basis

  The Audit Committee is required to hold at least four meetings a year
  and serve a two-year term.

8.1.4) Nomination and Remuneration Committee

As of October 31, 2011, the Nomination and Remuneration Committee
consists of:

1)  Pol. Gen. Boonpen Bumpenboon Chairman

2)  Mr. Pramoon Vichiensin Director

3)  Ms. Duangdao Chinthammit Director

4)  Mr. Karun Kittisathaporn 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.

8.1.5) Risk Management Committee

As of October 31, 2011, the Risk Management Committee comprises of:

1)  Mr. Somchat Chinthammit Chairman

2)  Mr. Sitti Leelakasamelurk Director

3)  Mr. Chalush Chinthammit Director

4)  Mr. Worapatr Todhanakasem 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.

8.1.6) The Executives

As of 31 October 2011, the corporate top executives include:

  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

  8. Mr. Chalush Chinthammit Acting Vice President – Raw Material Supply
  and Assistant Vice President – Business Development

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.

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 Annual Budget               | More  | Not   | Not   |
|   |                                         | than  | over  | over  |
|   |                                         |       |       |       |
|   |                                         | THB   | THB   | THB   |
|   |                                         | 500   | 500   | 500   |
|   |                                         | Mi    | Mi    | Mi    |
|   |                                         | llion | llion | llion |
+---+-----------------------------------------+-------+-------+-------+
| 2 | Approval of Changing of Annual Budget   | More  | Be    | Not   |
|   |                                         | than  | tween | over  |
|   |                                         |       |       |       |
|   |                                         | 20%   | 10%   | 10%   |
|   |                                         |       | to    |       |
|   |                                         |       |       |       |
|   |                                         |       | 20%   |       |
+---+-----------------------------------------+-------+-------+-------+
| 3 | Approval of purchasing and procurement  | More  | Not   | Not   |
|   | done without a budget requested for     | than  | over  | over  |
|   | each transaction                        |       |       |       |
|   |                                         | THB   | THB   | THB   |
|   |                                         | 500   | 500   | 20    |
|   |                                         | Mi    | Mi    | Mi    |
|   |                                         | llion | llion | llion |
+---+-----------------------------------------+-------+-------+-------+
|   |                                         |       |       |       |
+---+-----------------------------------------+-------+-------+-------+
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+---+-----------------------------------------+-------+-------+-------+
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+---+-----------------------------------------+-------+-------+-------+

[] Number of Meeting Attended

8.2) Selection of Directors and Management

Board of director appointed 4 directors as a member of the Nominating
and Remuneration Committee. 3 out of 4 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, 2011 as follows:

  Not Exceed to Actual Payment

  The amount of on Year 2011

  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.  Renumeration for 19 directors 7,600,000 THB 7,485,000 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 2011:

[]

[]

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

2.  Remuneration for executives in the past year:

  Remuneration for 8 executives (listed as corporate top executives on
  8.1.6) include salaries, bonuses and allowances amounted to THB 26.03
  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 as prescribed the law, ownership right through
appointment of the Board of Directors, and other rights as appropriate.
The Company takes care of its shareholders more than legal requirements,
such as provision of information, news, updates through the corporate
website. Important news for shareholders is notified by letters.
Shareholders are welcome to visit the Company by request. The followings
are a summary of the Company’s important practice:

1. The Company provides shareholders, prior to a meeting, with
information on the date, time, venue, and all agenda items concerning
issues to be decided. A notice of a meeting and support documents are
sent to corporate shareholders at least 7 days in advance. The notice
for the 2010 shareholders meeting was posted on the Company’s website so
that shareholders could study all the information prior to receiving the
notice in documentation.

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

3. The Company facilitates and encourages its 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 a
shareholders meeting, allowing the shareholders to consider and approve
the annual dividend payment. The book is closed again for shareholders’
right to receive dividends, allowing the shareholders to choose whether
they will hold the stocks for the dividends or not. Shareholders
meetings are organized at convenient venues. The Company has chosen to
hold annual general meetings at hotel in the middle of Bangkok, near the
Company’s head office. The meetings are notified in newspapers.
Shareholders can register about 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
and vote in the meeting.

4. The Company held the Annual General Meeting 1/2010 on February 28,
2011, where all 18 directors were present. Corporate shareholders were
given opportunities to directly inquire the corporate directors and
committees. The Company does not deprive its shareholders of access to
corporate information. All important information, for instance, 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 its shareholders to propose matters to be included
in a meeting’s agenda, prior to the meeting, with requirements and
procedures. For instance, there shall 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 resolutions and reasons in
detail regarding the proposals through the Company’s website. In 2010,
corporate shareholders did not propose any additional matters to be
included in the shareholders’ meeting agendas. Moreover, the Company
encourages its shareholders to electronically submit the Board their
inquiries related to shareholders’ meeting agendas via its website prior
to shareholders’ meeting dates.

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 to the Company’s
Secretarial Division. Periods of time for accepting shareholders’
director 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. However, up to the
present there has been no nomination from corporate shareholders.

7. The Company provides information on a shareholders’ meeting for its
shareholders on the corporate website. Hard copies of the same
information are also sent to corporate shareholders. Shareholders’
meeting notices and support documents are sent to shareholders at least
14 days in advance.

8. In the annual shareholders meeting notice, the Company informed its
shareholders about rules and procedure of attending the shareholders’
meeting. It nominated corporate independent directors: Mr. Pramoon
Vichiensin and Mr. Sitti Leelakasamelurk as the shareholders’ proxies.
Shareholders were provided with standard proxy forms for indicating
their opinions in voting.

9. Agenda of the 2009 annual shareholders’ meeting notice covered
appointments of directors, consideration of directors’ remuneration,
appointment of an independent auditor and determination of their
remuneration, dividend payment, and other important matters, such as the
issuance and offering of the Company’s warrants, and allocation of new
ordinary shares. Necessary information for shareholders’ decision was
presented.

10. In the 2010 AGM, the Chair informed corporate shareholders about
procedures relevant to the meeting including voting procedure. The
shareholders were given opportunities to express their opinions and ask
questions. There were inquiries about the Company’s financial statements
and operating results. In director appointment, the shareholders voted
on each nominated director. Voting cards were used in case of
disagreement over the meeting agenda. The meeting was recorded on video.

11. In minutes of the 2010 Annual General Meeting, names of all the
directors physically present/absent were shown. All corporate directors
were present. Summaries of clarifications, questions, answers, opinions,
the voting procedure, and the vote count procedure 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 shall 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 position(s) is disclosed to the shareholders’ meeting before
the appointment. Directors shall 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. The Company encourages its directors, Management
and those related to the Board to disclose information about their
interests as part of the Board’s meeting agendas. Directors who have
interests in any issues being considered are not allowed to vote on
those particular issues.

Role of Stakeholders

Besides protecting the benefits and rights of its shareholders, the
Company realizes the significance of other stakeholders contributing to
its financial stability and sustainability. These stakeholders include,
for instance, customers, employees, trading partners, creditors, and the
surrounding community. The Company has always ensured integrity and fair
treatment for each stakeholder through its established business ethics,
such as:

Rights of shareholders: They 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
and equal treatment for all employees regardless of their ranks,
nationalities, religious beliefs, and gender. Employees are entitled to
benefits according to their positions without discrimination. For
transparency and fairness in employees’ promotions and pay raises, the
Company has established a committee comprising of Management 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 corporate employees’ security.
The Company upholds Thai Labor Standard 8001-2546 on 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 have been established.
Follow-ups and satisfaction evaluations 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 trading partners: Most of the Company’s relationships with its
trading partners are in the form of joint ventures. The Company always
respects its trading partners’ legal rights and rights as specified in
joint venture agreements. It adheres to integrity, equality, and rights
of benefits corresponding to their investments.

Rights of creditors: The creditors’ rights specified in trade agreements
are respected. The Company has earned trust among its creditors from
ethical operations. Information and updates concerning the Company and
its financial status are provided for the Company’s creditors.

Rights of the community and environment: The Company has always been
responsible to the society and environment. It strictly complies with
applicable laws, such as environmental and factory laws. The Company
collaborates with the government sector and agencies, helps developing
public infrastructure, provides financial supports, and promotes social
activities that bring understanding and sustainable development to the
community. For instance, build a dam to irrigate, reforestations and
artificial marsh at Kaeng Krachan in Phetchaburi Province, Public
relations projects by sending medical team to check-up for villagers who
live nearby the factory, Promote self-sufficiency economy based on His
Majesty’s philosophy. Moreover KSL donated THB 1 million for flood
victims via Ch 3, donated EM ball for water treatment and etc.

For projects that may have a potential impact on the community and
environment, the company conducts public hearings and tries to minimize
those effects. Specific procedures have been set for environmental and
social factor studies, minimizing environmental and social impact, along
with feasibility studies. For instance, sugar mill and power plant
project in Loei province in which the company had conducted public
hearings and analyses of impacts on the community and environment.

The company always realizes the importance of all groups of stakeholders
as mentioned. It also values all suggestions, opinions, and comments
that enable development, improvement and correction of the corporate
operations. All stakeholders can contact the company to report improper
incidents, complain, request for clarifications or correction, or make
any suggestions via email: 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 company ensures that corporate information is provided correctly,
accurately, on time, 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 Stock Exchange of Thailand, as its practice was in accordance with
disclosure requirements. Effectiveness of the corporate information
disclosure procedure was evaluated by outsiders.

3. In the 2009 annual report, the company disclosed additional
information including duties of the Board of Directors and committees,
the director and executive remuneration policy, summarized corporate
governance policy, environmental and social policies, the company’s
compliance with established policies, summarized business ethics, and
directors’ training background were disclosed.

4. A statement of the Board of Directors’ responsibilities for the
company’s financial statements is provided along with the auditor’s
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, and that the financial statements are accurate,
complete, and true according to accounting standards. The statement is
signed by the Board Chairman and Managing Director.

5. Contents of the Company’s website consist of organizational
information, shareholding structure, the Board structure,
vision/missions, businesses and products, corporate governance policies
and compliance results, business ethics, information for investors,
environmental and social policies, annual reports, financial statements,
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 at ir@kslgroup.com or the following
contacts:

1. Mr. Meechai Piyavisadpat Telephone: 02-642-6230, ext. 279

  Email: meechai@kslgroup.com

2. Mr. Chanachai Chutimavoraphand Telephone: 02-642-6230, ext. 294

  Email: chanachai@kslgroup.com

3. Mr. Chalush Chinthammit Telephone: 02-642-6230, ext. 291

Email: chalush@kslgroup.com

To promote understanding about the company’s businesses and distribution
of the information to interested investors, the company has produced an
annual investor relations plan; quarterly analyst meetings are held at
corporate conference room. Meetings are 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
of corporate projects.

For foreign investors, the company collaborated with securities
companies and financial analysts to prepare for various road shows
presenting its operating results and project progress. In the previous
year, the company attended conferences presenting corporate operating
results and progress in the United Kingdom, Scotland, Netherland, Italy,
Singapore and Hong Kong in conjunction with the Stock Exchange of
Thailand, and in Singapore and Hong Kong in conjunction with a
securities company. Visits to the company have been arranged for
domestic and foreign investors. 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 consisted of 21 directors. 7 out of 21 are
independent directors of which one is the Chairman of the Board but not
the Managing Director. The company’s Board of Directors possesses skills
and expertise in various fields, such as accounting, finance, law,
governance, production technology, personnel, purchasing, marketing,
real estate, internal audit, and information technology. Detailed
profiles, qualifications, experiences, and ownership of directors are
included in Form 56-1.

Category of Directors

  ----- ------------- ------------------ ----------------- --------------- ------------- -----------
  No.   Name-Family                      Category of                                     
        Name                             Director                                        

                                         Shareholder       Non-Executive   Independent   Executive
                                         Representatives   Director        Director      Director

  1     Mr. Manoo     Leopairote                           /               /              

  2     Mr. Chamroon  Chinthammit        /                                               /

  3     Mr. Prapas    Chutimavoraphand   /                                               /

  4     Mr. Pornsin   Thaemsirichai      /                                               /

  5     Mr, Somchai   Chinthammit        /                                               /

  6     Mrs. Intira   Sukhanindr         /                                               /

  7     Mr. Trakarn   Chunharojrit       /                                               /

  8     Ms. Duangkae  Chinthammit        /                                               /

  9     Ms. Duangdao  Chinthammit        /                                               /

  10    Mr. Tachpong  Pakornsiriwongse   /                                               /

  11    Mr. Chatri    Chinthammit        /                 /                              

  12    Mr. Chalush   Chinthammit        /                                               /

  13    Mr. Sukhum    Tokaranyaset       /                                               /

  14    Mr.           Rojanachotikul     /                                               /
        Thawatchai                                                                       

  15    Mr. Somchart  Chinthammit        /                 /                              

  16    Mr. Pramoon   Vichiensin                           /               /              

  17    Pol. Gen.     Bumpenboon                           /               /              
        Boonpen                                                                          

  18    Mr. Sitti     Leelakasamelurk                      /               /              

  19    Mr. Karun     Kittisataporn                        /               /              

  20    Mr. Warapatr  Todhanakasem                         /               /              

  21    Ms. Nongluck  Phinainitisart                       /               /              

        Total                            14                9               7             12
  ----- ------------- ------------------ ----------------- --------------- ------------- -----------

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 Board serves
until the end of its term and the new Board has not yet been appointed,
the former Board still continues to work until the new Board has been
appointed. The company has not determined how many terms the Board can
consecutively serve. The Nomination and Remuneration Committee is
considering this matter in relation to feasibility of selecting
personnel with experience specific to the company’s business to serve in
the Board.

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. To maintain true
independence of the corporate committees, the Chair of the Board is not
the chair or a member of those committees. The committees serve 2 years.
In case that a committee serves until the end of its term and a new
committee has not yet been appointed, the former committee still
continues to work until a new committee has been appointed. At the end
of their term, if a director is not re-elected, their position in their
current committee shall end automatically. If there is a new director in
a committee, that director shall remain in the position as long as the
committee’s term.

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 and
committees as stated in 8.1.1 – 8.1.5, clearly differentiate authority
and duties of the Board of Directors, the Audit Committee, the Board of
Executive Directors, the Nomination and Remuneration Committee, the Risk
Management Committee, and Management. Guidelines for approving important
transactions are provided. The company has additional requirements as
follows:

The Audit Committee: Qualifications of the Audit Committee 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 experience in
accounting and finance. In 2011, the committee had 6 meetings, and
reports on their work were regularly completed.

The Nomination and Remuneration Committee: The company required that the
Remuneration Committee and Nomination Committee be combined. The
Chairperson and the majority of the committee members shall be
independent directors. Directors serve in this committee have expertise
in several fields, such as governance, law, and human resource
management. In 2011, the Nomination and Remuneration Committee had 2
meetings, and reports on their work were regularly completed.

The Risk Management Committee: The Board requires most of the Risk
Management Committee members and the Chairperson to be independent
directors. Directors serve in this committee have expertise in several
fields, such as accounting and finance, management, investment, and
corporate businesses. In 2011, the Risk Management Committee had 4
meetings, and reports on their work 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 2011, 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.

8.5) 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.

8.6) Personnel

Information concerning the company’s personnel as of October 31, 2011 is
as follows:

Consolidated The company only

2011 2010 2011 2010

Average Number of Employees (Persons)

During Production Season 3,891 3,969 1,029 1,052

During Normal Period 2,827 2,703 812 1,017

Expenses Related to Employees (Million THB) 1,089.14 822.20 311.14
253.20

As of 31 October 2011, the company had no significant labor disputes
that may have a potential negative impact on its operations

Personnel Development Policy

The company has always valued its human resources. Policies on
continuous training and human resource management have been established.
The aims are to help employees reach their potential, ensure
effectiveness at work, and allow them to grow in their fields. 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. And encourage the communication to
transfer and share knowledge between employees in the organization
(Knowledge Management).

In addition, the company has focused on developing better quality of
life of employees. As the flood, in October 2011, the company has
initiated a relief program for workers affected by floods. And this year
the company has focused more on developing employees' knowledge and
understanding about health and environmental safety in the workplace.
Moreover the company has involved in CSR-DIW, the standard of Social
Responsibility for Industrial Operator.