9. Management

1.  Organization Structure

[]

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, 2005, the company have 18 directors in company
  board, as followings:

  1. Mr.Manoo Leopairote Chairman

  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. Mr.Tarkarn Chunharojrit Director / Secretary

  8. Ms.Duangkae Chinthammit Director

  9. Ms.Duangdao Chinthammit Director

  10.Mr.Tachpong Pakornsiriwongse Director

  11.Mr.Chatri Chinthammit Director

  12.Mr.Chalush Chinthammit Director

  13.Mr.Sukhum Tokaranyaset Director

  14.Mr.Thawatchai Rojanachotikul Director

  15.Mr.Somchat Chinthammit Director

  16.Mr.Pramoon Vichiensin Director

  17.Pol.Gen.Boonpen Bumpenboon Director

  18.Mr.Sitti Leelakasamelurk Director

  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 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.

13. Appoint or dismiss the corporate employees or workers. Determine
    remunerations of the employees and workers.

    1.  Audit Committee

  As of October 31, 2005, the Company has the members of the audit
  committee, as followings:

  1. Mr.Pramoon Vichiensin Director

  2. Pol.Gen.Boonpen Bumpenboon Director

  3. Mr.Sitti Leelakasamelurk Director

Scope of Duties and Responsibilities

1.  Ensure that the Company maintains accurate and sufficient financial
    statements

2.  Ensure that there is sufficient and efficient internal control and
    internal audit

3.  Consider, select, and appoint the auditor

4.  Ensure that the Company performs in accordance with the securities
    and exchange laws, regulations of the Stock Exchange of Thailand,
    and laws concerning the business of the Company.

5.  Consider the disclosure of information of the Company for matters
    that may constitute a connected transaction or have any conflict of
    interest to be full and accurate.

6.  Prepare the report of the Audit Committee to be revealed in the
    annual report of the Company which shall be signed by the Chairman
    of the Audit Committee

7.  Any other matters assigned by the Board of Directors and approved by
    the Audit Committee

    1.  Board of Executive Directors

As of 31 October 2005, 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.Tarkarn Chunharojrit Executive Director / Secretary

  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

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 and administrative structures including
    overviews of recruitment, training, employment, and dismissal of
    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.  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.

Chart 9.1 Number of Meeting Attended

[]

9.2) Selection of Directors and Management

The Company does not have a committee specifically in charge of
selecting corporate directors and management. Individuals appointed to
be directors and the management must possess 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 five
    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 January 14, 2005 as follows:

  Not Exceed to Actual Payment

  The amount of on Year 2005

  THB per year

1.  Remuneration for Chairman of 480,000 THB 360,000 THB*

  Board of Director

  *note: Mr.Manoo Leoparote has been nominated since October 1, 2004;
  therefore, did not get the right to receive bonus on performance of
  year 2004, paid on January 2005.

2.  Remuneration for Chairman of 480,000 THB 440,000 THB*

  Audit Committee

  *note: Mr.Pramoon Vichiensin has been nominated since March 1, 2004;
  therefore, got the right to receive bonus on performance of year 2004,
  paid on January 2005, in proportionate.

3.  Remuneration for 16 Directors 6,400,000 THB 6,333,333.34 THB*

  (THB 25,000 per month + Bonus 4 months)

  *note: some director have been nominated, not in a full year;
  therefore, got the right to receive bonus on performance of year 2004,
  paid on January 2005, in proportionate.

4.  Meeting allowances for 11 executive directors attending

  (THB 500 per meeting) 66,000 THB 62,000 THB

5.  Meeting allowances for 3 audit committee attending

  (THB 3,000 per meeting) 27,000 THB 27,000 THB

  * 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 2005:

+---+---------------------------+-----------------+-------------------+
| N | Name of Directors         | Position in     | THB in year 2005  |
| o |                           |                 |                   |
| . |                           | Board of        |                   |
|   |                           | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Mr.Manoo Leopairote       | Chairman        | 360,000.00        |
+---+---------------------------+-----------------+-------------------+
| 2 | Mr.Chamroon Chinthammit   | Executive       | 405,000.00        |
|   |                           | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 3 | Mr.Prapas                 | Executive       | 405,000.00        |
|   | Chutimavoraphand          | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 4 | Mr.Pornsin Thaemsirichai  | Executive       | 406,000.00        |
|   |                           | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 5 | Mr.Supasawn Sukhanindr    | Executive       | 404,000.00        |
|   |                           | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 6 | Mr.Somchai Chinthammit    | Executive       | 406,000.00        |
|   |                           | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 7 | Ms.Duangkae Chinthammit   | Executive       | 406,000.00        |
|   |                           | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 8 | Ms.Duangdao Chinthammit   | Executive       | 406,000.00        |
|   |                           | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 9 | Mr.Tachpong               | Director        | 400,000.00        |
|   | Pakornsiriwongse          |                 |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Mr.Tarkarn Chunharojrit   | Executive       | 406,000.00        |
| 0 |                           | Director /      |                   |
|   |                           | Secretary       |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Mr.Chatri Chinthammit     | Director        | 400,000.00        |
| 1 |                           |                 |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Mr.Chalush Chinthammit    | Executive       | 406,000.00        |
| 2 |                           | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Mr.Sukhum Tokaranyaset    | Executive       | 406,000.00        |
| 3 |                           | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Mr.Thawatchai             | Executive       | 406,000.00        |
| 4 | Rojanachotikul            | Director        |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Mr.Somchat Chinthammit    | Director        | 400,000.00        |
| 5 |                           |                 |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Mr.Pramoon Vichiensin     | Chairman of     | 449,000.00        |
| 6 |                           |                 |                   |
|   |                           | Audit Committee |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Pol.Gen.Boonpen           | Audit Committee | 375,666.67        |
| 7 | Bumpenboon                |                 |                   |
+---+---------------------------+-----------------+-------------------+
| 1 | Mr.Sitti Leelakasamelurk  | Audit Committee | 375,666.67        |
| 8 |                           |                 |                   |
+---+---------------------------+-----------------+-------------------+
|   | Total                     |                 | 7,222,333.34      |
+---+---------------------------+-----------------+-------------------+

  Note :

(1) Directors receive remuneration and bonus from board of director
    meeting

(2) Executive Director receive remuneration and bonus from board of
    director meeting and meeting allowance from board of executive
    directors.

(3) Audit Committee receive remuneration and bonus from board of
    director meeting and meeting allowance from board of audit
    committee.

    1.  Remuneration for Managements in the past year

  Remuneration for managements include board of executive director,
  total 12 persons, are composed of salary, bonus and allowance, total
  amount at THB 20.91 million

  Other Remunerations

  -None-

3.  Supervision of Business

The Board is well aware of roles, duties, and responsibilities that the
directors have towards the Company and its shareholders. The SET Code of
Best Practice for Directors of Listed Companies has been complied as
follows:

1.  Corporate Governance Policy

The Company values and emphasizes good governance to establish
confidence among its shareholders, employees, and customers, as well as
achieve long-term competitive advantages. It focuses on the internal
control system, internal audit, risk management, and the supervision
ensuring the Management’s effective compliance with policies under
related legislation and business ethics.

2.  Shareholders’ Rights and Equality between Shareholders

In 2005, the Company held annual common shareholder meeting 1/2005 on
January 14, 2005. Invitations were sent at least seven days ahead of the
meeting date. In the meeting, shareholders were equally given
opportunities to express their views and inquire. The minutes was
completed to allow the examination of the shareholders. The Company
discloses important information to all its shareholders regularly.

3.  Rights of Interested Persons

The Company values all groups of interested persons: employees,
management, customers, creditors, competitors, and the society. It
realizes support from such interested persons, and therefore always
follows related laws and regulations, ensuring that their rights are
well respected.

Employees’ Rights

The Company values its employees of all levels. There is no
discrimination against races, religions, and genders. All of them are
treated equally and fairly. Benefits are fairly provided in line with
their positions. Promotions and pay raises are considered and approved
by a committee consisting of Managements from different departments in
order to ensure transparency and fairness.

Community Rights

The Company respects the community’s way of living and individual rights
to live in the pleasant environment. Hence, quality of life and the
environment of the community is one of the Company’s main concerns. This
makes the Company’s working to be widely accepted, and allows
sustainable prosperity.

Customers’ Rights

The Company is committed to improve effectiveness of its services to
cater customers’ needs and go beyond their expectations. Fairness in
terms of pricing and service quality, as well as integrity in business
negotiations and agreements are one of the corporate promises.

4.  Shareholder Meetings

In the 2005 shareholder meetings, the chairperson equally gave
opportunities to the shareholders to examine the corporate operations,
inquire, and present their opinions and recommendations.

5.  Leadership and Vision

The Board takes part in determining the corporate vision, mission,
strategies, goals, business plans, and budgets. It also supervises the
Management to follow the business plans and budgets, as well as
establishes effective and efficient internal control system, internal
audit, and risk management. Moreover, the Board defines scope of
responsibilities of the Board of Executive Directors, the CEO, and the
President.

6.  Conflicts of Interest

To prevent conflicts of interest, the Board closely monitors any
transactions that may lead to conflicts of interest, as well as defines
policies and measures ensuring that the Management and related parties
do not utilize corporate inside information for their own personal
gains.

7.  Business Ethics

The Company has written and distributed codes of conduct to its
directors and employees. The guideline covers such important topics as
honesty, integrity, conflicts of interest, compliance with legislation,
and penalties.

8.  Balanced Power Maintained by Non-executive Directors

  The corporate 18 directors may be categorized as:

-   11 executive directors

-   7 non-executive directors representing 39 percent of the total
    number of directors

-   3 directors in the Audit Committee representing 17 percent of the
    total number of directors

    1.  Centralization or Decentralization and Independence of the Board

The Company’s Chairman does not function as the CEO in order to separate
the duty to define policies on supervising from administrating
day-to-day operations. Of all 18 directors in the Board of Directors,
four of them are independent directors and the other 14 are
representatives of different groups of shareholders. Balanced power has,
thus, been achieved, and reviews of the administration have been
appropriately conducted.

The Board of Directors includes 11 executive directors, seven
non-executive directors, and four independent directors. In the Board of
Directors meeting, each director has a freedom to express their views
which are recorded in the minutes.

2.  Conflicts of Interest Prevention

The Board of Directors has appointed the Audit Committee from three
independent directors to ensure that the Company accurately and
thoroughly discloses information related to transactions of association
or transactions that may lead to conflicts of interest.

3.  Remunerations for the Management

  Remunerations for Directors

  The Company has specified remuneration for its directors with approval
  from the shareholder meeting on January 14, 2005 as follows:

  1. Remuneration – Chairman not exceeding Baht 480,000 per year

  2. Remuneration – Chairman of the Audit Committee not exceeding Baht
  480,000 per year

  3. Remuneration – Director not exceeding Baht 400,000 per year

  4. Meeting allowances for executive directors attending Baht 500 a
  meeting

  5. Meeting allowances for the Audit Committee attending Baht 3,000 a
  meeting

  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.

4.  Board Meetings

The Company organizes board meetings on a regular basis. Special
meetings are held if necessary. For each meeting, the Company clearly
specifies the agenda. A written notice announcing a board meeting in
detail is sent in advance. The minutes for each board meetings is
thoroughly completed for examination of the directors and related
parties.

5.  Internal Control System and Internal Audit

The Company has established the efficient administration and internal
control system for its effective operations. Complete and reliable
information has been provided. The work is in accordance with
regulations. Resources are used efficiently. Corporate properties are
protected. The Company has the internal audit unit to analyze, audit,
evaluate, advise, and provide recommendations to support its operations.
The Audit Committee reviews the corporate internal control system and
conducts the internal audit to ensure suitability and effectiveness of
the system. The Company’s data filing system is safe and restricted to
executives only in case of necessity. Disclosure of inside information
to a corporate employee is done only after restriction is correctly
informed. Severe penalty is imposed to any employee disclosing corporate
confidential information to an outsider.

6.  The Board’s Report

The Board is responsible for corporate financial statements and
financial information included in its annual reports. The financial
statements are prepared in accordance with the standards of the
Institute of Certified Accountants and Auditors of Thailand. Appropriate
recognized accounting standards are always applied and conformed. The
statements are based on calculations that are fair and circumspect.
Sufficient information is disclosed in Notes to Financial Statements.
The Audit Committee consisting of non-executive directors is in charge
of the quality of corporate financial statements and internal control
system.

7.  Investor Relations

The Company realizes the significance of disclosing information to
investors with transparency and proper access. A team communicating and
coordinating with corporate investors and shareholders has been
established.

3.  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 the Management about their responsibility to
    report securities holdings of themselves, spouses, and minor
    children. The Management is also required to report any changes of
    their holdings as specified in Section 59 and the penalty in Section
    275 of Securities and Exchange Act BE 2535.

1.  Circulars are sent to the Management informing that those who
    receive significant inside information that affects stock prices are
    required to refrain from trading of corporate securities during the
    one-month period as well as disclosing such information before
    publication of financial statements.

9.6) Personnel

Information concerning the Company’s employee as of October 31, 2005 and
2004 is as follows:

Consolidated The Company Only

2005 2004 2005 2004

Average Number of Employees (persons)

During Production Season Period 3,106 3,211 1,018 1,031

During Normal Period 2,048 1,896 862 701

Employee Expenses (Million THB) 487.95 481.72 174.19 167.76

As of 31 October 2005, 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 undertakes regular personnel development to enhance
potential, progress, and growth in their employees’ career path. It aims
to provide training for all employees. In the previous year, six
internal training programs were organized. Also, there were 51 training
programs held by outside institutes. The training expense for year 2005
amounted to Baht 1,107,530.