8. Management

Organization Structure

[]

This Organization Structure was approved by the Board of Directors’
Meeting No. 6/2012 dated August 14, 2012

Management Structure

The management structure of the Company comprises of 3 committees,
namely, the Board of Directors, the Audit Committee and the Nomination,
Compensation and Corporate Governance Committee

The Board of Directors

As at 31 December 2012, the Board of Directors comprises of 13 directors
as follows:

+---------------------------+------------------------------------------+
| Name                      | Position                                 |
+===========================+==========================================+
| 1.  Mr. Sri Prakash Lohia | Chairman of the Board                    |
+---------------------------+------------------------------------------+
| 2.  Mr. Aloke Lohia       | Vice Chairman, Member of the Nomination, |
|                           | Compensation and Corporate Governance    |
|                           | Committee and Group Chief Executive      |
|                           | Officer                                  |
+---------------------------+------------------------------------------+
| 3.  Mrs. Suchitra Lohia   | Director                                 |
+---------------------------+------------------------------------------+
| 4.  Mr. Amit Lohia        | Director                                 |
+---------------------------+------------------------------------------+
| 5.  Mr. Sashi Prakash     | Director and President of Wool Business  |
|     Khaitan               |                                          |
+---------------------------+------------------------------------------+
| 6.  Mr. Dilip Kumar       | Director and Chief Executive Officer of  |
|     Agrawal               | PTA, PET and EG/EO Business              |
+---------------------------+------------------------------------------+
| 7.  Mr. Udey Paul Singh   | Director and President of Polyester      |
|     Gill                  | Business                                 |
+---------------------------+------------------------------------------+
| 8.  Mr. Rathian           | Independent Director, Vice Chairman of   |
|     Srimongkol            | the Board and Chairman of the Audit      |
|                           | Committee                                |
+---------------------------+------------------------------------------+
| 9.  Mr. Chakramon         | Independent Director and Member of the   |
|     Phasukavanich         | Audit Committee                          |
+---------------------------+------------------------------------------+
| 10. Mr. Maris Samaram     | Independent Director and Member of the   |
|                           | Audit Committee                          |
+---------------------------+------------------------------------------+
| 11. Mr. William Ellwood   | Independent Director and Chairman of the |
|     Heinecke              | Nomination, Compensation and Corporate   |
|                           | Governance Committee                     |
+---------------------------+------------------------------------------+
| 12. Dr. Siri Ganjareredee | Independent Director and Member of the   |
|                           | Nomination, Compensation and Corporate   |
|                           | Governance Committee                     |
+---------------------------+------------------------------------------+
| 13. Mr. Khanit See        | Independent Director and Member of the   |
|                           | Nomination, Compensation and Corporate   |
|                           | Governance Committee                     |
+---------------------------+------------------------------------------+

The Company Secretary is Mr. Souvik Roy Chowdhury.

The Company’s authorized directors 

Any two of Mr. Aloke Lohia or Mrs. Suchitra Lohia or Mr. Sashi Prakash
Khaitan or Mr. Dilip Kumar Agrawal, jointly sign with the company’s seal
affixed.

Scope of Duties and Responsibilities of the Board of Directors

1.  To conduct their duties in compliance with the laws, objectives,
    articles of association, resolutions of the board of directors and
    resolutions of shareholders’ meetings with duty of care and duty of
    loyalty.

2.  To formulate and approve the vision, strategies, business
    directions, policies, targets, guidelines, plans of work and budget
    of the Company and its subsidiaries as prepared by management and
    oversee the administration and the performance of the management or
    any persons assigned to do such work to ensure compliance with the
    policies set out by the Board of Directors.

3.  To follow-up the outcome of work to ensure compliance with the plan
    and budget on an ongoing basis.

4.  To ensure that the Company and its subsidiaries adopt and set in
    place an appropriate, strong and effective accounting system
    including an internal control and internal audit system.

5.  To review the risk management procedures and policies and also
    follow up on the results.

6.  To set in place the corporate governance policy and its effective
    implementation.

7.  To appoint the sub-committees such as Audit Committee, Nomination,
    Remuneration and Corporate Governance Committee, or any other sub
    committees in order to assist the Board of Directors duties.

8.  To appoint the senior executive positions of the Company such as
    Chairman of Executive Committee, Chief Executive Officer, President,
    Chief Operating Officer and Chief Financial Officer and any other
    senior officers as deemed necessary.

9.  To appoint the Company Secretary to assist the Board of Directors in
    its various activities to run the business in line with the related
    laws and regulations.

10. To seek professional opinions from external agencies, if required in
    order to take appropriate decisions.

11. To encourage directors and executives to attend the seminar program
    of Thai Institute Directors Association (Thai-IOD) in the course
    that related to their duties and responsibilities.

In any case, the authorization of duties and responsibilities of the
Board of Directors of the Company shall not constitute an authorization
or sub-authorization which may cause the Board of Directors of the
Company or its authorized person(s) to be able to approve any
transaction that such person or any person who may have a conflict of
interest (as defined in the notification of the Securities and Exchange
Commission or the notification of the Capital Markets Supervisory Board)
may have an interest or may benefit in any manner or may have any other
conflict of interest with the Company or its subsidiaries, unless the
approvals of such transactions are consistent with the policies and
criteria approved by the shareholders meeting or the Board of Directors
meeting.

Composition and the Appointment of the Board of Directors of Indorama
Ventures PCL

The composition, appointment and the withdrawal of the Board of
Directors of Indorama Ventures PCL shall be as prescribed by the Article
of Association which can be summarized as follows:

1.  To conduct the business of the Company, the Board of Directors shall
    consist of at least five directors. Not less than one half of all
    directors shall have residence in the Kingdom of Thailand.

2.  The appointment of a director shall be made by a majority vote of
    the shareholders meeting in accordance with the following conditions
    and procedures:

(1) A shareholder shall have one vote for each share;

(2) The shareholder shall vote for the election of the director person
    by person;

(3) Each shareholder may exercise all the votes he or she has under (1)
    to elect one or several persons as a director or directors, but the
    shareholder cannot divide his or her votes to any nominated director
    in any number;

(4) The persons receiving the most votes are those who are elected to be
    directors, in descending order, to the number of directors who are
    to be elected. If there is a tie in the last to be elected and this
    exceeds the said number of directors, the presiding chairman shall
    have an additional casting vote.

3.  At every annual general meeting, one-third of the total number of
    the directors shall vacate office. If the number is not a multiple
    of three, then the number nearest to one-third must retire from the
    office. The directors to retire during the first and second years
    following the registration of the Company shall be drawn by lots. In
    subsequent years, the director who has been in office for the
    longest term shall retire. A retiring director is eligible for
    re-election.

4.  Any director wishing to resign from the director’s position shall
    submit a resignation letter to the Company. The resignation shall
    take effect upon the date on which the resignation letter reaches
    the Company.

5.  The shareholders meeting may pass a resolution removing any director
    prior to retirement by rotation, by a vote of not less than
    three-fourths of the number of shareholders attending the meeting
    and having the right to vote, and the shares held by them shall not,
    in aggregate, be less than one half the number of the shares held by
    the shareholders attending the meeting and having the right to vote.

The Selection of the Independent Directors

Qualifications of Independent Directors

1)  Holding not exceeding 1% of the total shares with voting rights of
    the Company, its parent company, its subsidiary company, its
    associated company, major shareholder or controlling person of the
    Company. (to be calculated by including the shares held by any
    related person of such independent director);

2)  Not being, nor having been, a director who participates in the
    management, an employee, staff member or advisor who receives a
    regular salary, or a controlling person of the Company, its parent
    company, subsidiary company, its associated company, its subsidiary
    company at the same level, major shareholder or controlling person
    of the Company unless the holding of the aforementioned positions
    has been discontinued for at least two years before the date of
    submission of the application for the issue of newly issued shares
    to the SEC. However, such prohibition shall not apply in the case
    where such independent director has been a government official or
    consultant of the government sector, which is a major shareholder,
    or controlling person of the Company;

3)  Not being person who has a blood or registration under laws, as
    father, mother, spouse, sibling and child, including spouse of s
    child, of its executives, its major shareholder, its controlling
    person or the person who will be nominated to take up the position
    of executive or controlling person of the Company or its subsidiary;

4)  Not having, or not having had, any business relationship with the
    Company, its parent company, its subsidiary company, its associated
    company, major shareholder or controlling person of the Company in a
    manner which may obstruct its independent judgment, and not being or
    not having been a substantial shareholder or controlling person of a
    person who has a business relationship with the Company, its parent
    company, its subsidiary company, its associated company, major
    shareholder or controlling person of the Company, unless such
    business relationship has been discontinued for at least two years
    before the date of submission of the application for the issue of
    newly issued shares to the SEC.

  (Please note that the aforementioned business relationship and
  transaction size shall have the same definition as in the notification
  of the Thai Capital Market Supervisory Board Re: Application for and
  Approval of Offer for Sale of Newly Issued Shares);

5)  Not being, or not having been, an auditor of the Company, its parent
    company, its subsidiary company, its associated company, major
    shareholder, controlling person of the Company, major shareholder or
    controlling person of the partner of the audit company for which the
    auditor of the Company, its parent company, its subsidiary company,
    its associated company, major shareholder or controlling person of
    the Company has worked therein, unless such holding of the
    aforementioned positions has been discontinued for at least two
    years before the date of submission of the application for the issue
    of newly issued shares to the SEC;

6)  Not being or not having been a professional service provider,
    including service provided as legal counsel or financial advisor
    which is retained for a fee exceeding Baht two million per annum
    from the Company, its parent company, its subsidiary company, its
    associated company, major shareholder or controlling person of the
    Company, and not being controlling person of the partner of such
    professional service provider, unless such business relationship has
    been discontinued for at least two years before the date of
    submission of the application for the issue of newly issued shares
    to the SEC;

7)  Not being a director nominated to be a representative of a director
    of the Company, major shareholder or shareholder who are related
    persons to the major shareholder;

8)  Not undertaking business of the same nature as and materially
    competing with that of the business of the Company or its subsidiary
    company or not being a partner of the partnership or a director who
    participates in the management, an employee, a staff member, or
    advisor who receives a regular salary or holds shares exceeding 1%
    of the total shares with voting right of other companies which
    undertakes business of the same nature as and materially compete
    with that of the business of the Company or its subsidiary company;
    and

9)  Having no other qualifications causing any inability to express
    independent judgment in respect of the Company’s business operation.

The qualifications of the Independence Directors meet the requirement of
the Thai Capital Market Supervisory Board.

Attendance of the Directors to the Board of Directors Meeting of the
Company for the Year 2012:

The followings are the details of attendance of Dirctors to the Board of
Directors’ meeting in 2012

+-----------------------------------+----------------------------------+
| Name                              | Attendance / Total Meetings      |
+===================================+==================================+
| 1.  Mr. Sri Prakash Lohia         | 4/7                              |
+-----------------------------------+----------------------------------+
| 2.  Mr. Aloke Lohia               | 7/7                              |
+-----------------------------------+----------------------------------+
| 3.  Mrs. Suchitra Lohia           | 7/7                              |
+-----------------------------------+----------------------------------+
| 4.  Mr. Amit Lohia                | 3/7                              |
+-----------------------------------+----------------------------------+
| 5.  Mr. Sashi Prakash Khaitan     | 7/7                              |
+-----------------------------------+----------------------------------+
| 6.  Mr. Dilip Kumar Agrawal       | 6/7                              |
+-----------------------------------+----------------------------------+
| 7.  Mr. Udey Paul Singh Gill      | 4/7                              |
+-----------------------------------+----------------------------------+
| 8.  Mr. Rathian Srimongkol        | 7/7                              |
+-----------------------------------+----------------------------------+
| 9.  Mr. Chakramon Phasukavanich   | 7/7                              |
+-----------------------------------+----------------------------------+
| 10. Mr. Maris Samaram             | 6/7                              |
+-----------------------------------+----------------------------------+
| 11. Mr. William Ellwood Heinecke  | 4/7                              |
+-----------------------------------+----------------------------------+
| 12. Dr. Siri Ganjarerndee         | 7/7                              |
+-----------------------------------+----------------------------------+
| 13. Mr. Khanit See                | 7/7                              |
+-----------------------------------+----------------------------------+

Audit Committee

The Company’s Audit Committee comprises of 3 independent directors and
has the qualifications that meet the requirement of the Thai Capital
Market Supervisory Board. As at 31 December 2012, the Company’s Audit
Committee is as follows:

+------------------------------------+---------------------------------+
| Name                               | Position                        |
+====================================+=================================+
| 1.  Mr. Rathian Srimongkol         | Chairman of the Audit Committee |
+------------------------------------+---------------------------------+
| 2.  Mr. Chakramon Phasukavanich    | Member of the Audit Committee   |
+------------------------------------+---------------------------------+
| 3.  Mr. Maris Samaram              | Member of the Audit Committee   |
+------------------------------------+---------------------------------+

Remarks: Mr. Rathian Srimongkol and Mr. Maris Samaram have sufficient
knowledge and experience

to review the reliability of the financial statements of the Company.

The Secretary to the Audit Committee is Mr. Harsha V Reddy.

Scope of Duties and Responsibilities of the Audit Committee:

1.  To review the company’s financial reporting process to ensure that
    it is accurate and adequate;

2.  To review the company’s internal control system and internal audit
    system to ensure that they are suitable and efficient, to determine
    an internal audit unit’s independence, as well as to approve the
    appointment, transfer and dismissal of the chief of an internal
    audit unit or any other unit in charge of an internal audit;

3.  To review the company’s compliance with the law on securities and
    exchange, the regulations of the Stock Exchange of Thailand, and the
    laws relating to the company’s business;

4.  To consider, select and nominate an independent person to be the
    company’s auditor, and to propose such person’s remuneration, as
    well as to attend a non-management meeting with an auditor at least
    once a year;

5.  To review the connected transactions, or the transactions that may
    lead to conflicts of interest, to ensure that they are in compliance
    with the laws and the regulations of the Stock Exchange of Thailand,
    and are reasonable and for the highest benefit of the Company;

6.  To prepare, and to disclose in the company’s annual report, an Audit
    Committee’s report which must be signed by the Chairman of the Audit
    Committee and consist of at least the following information:

    1.  An opinion on the accuracy, completeness and credibility of the
        Company’s financial report;

    2.  An opinion on the adequacy of the company’s internal control
        system;

    3.  An opinion on the compliance with the law on securities and
        exchange, the regulations of the Stock Exchange of Thailand, or
        the laws relating to the company’s business;

    4.  An opinion on the suitability of an auditor;

    5.  An opinion on the transactions that may lead to conflicts of
        interests;

    6.  The number of the Audit Committee meetings, and the attendance
        at such meetings by each committee member;

    7.  An opinion or overview of comments received by the Audit
        Committee from its performance of duties in accordance with the
        charter; and

    8.  Other transactions which, according to the Audit Committee’s
        opinion, should be known to the shareholders and general
        investors.

7.  To perform any other act as assigned by the company’s board of
    directors, with the approval of the Audit Committee.

The Selection of Audit Committee

The Board of Directors of the company shall appoint the Members of the
Audit Committee comprising of at least 3 Members who are independence
directors having qualifications as per the notification of the Thai
Capital Market Supervisory Board and the Stock exchange of Thailand as
follows:

1.  Not being a director authorized by the Board of Directors to make
    any decision in the business operation of the company, its parent
    company, its subsidiary company, its affiliate company, its
    subsidiary company at the same level, major shareholder or
    controlling person of the Company, and

2.  Not being a director of a parent company, its subsidiary company or
    its subsidiary company at the same level which is a listed company,
    and

3.  Having sufficient knowledge and experience to conduct the duty as an
    Audit Committee member.

At least one of the Audit Committee must have sufficient knowledge and
experience to review the reliability of the financial statements of the
Company. The term of service of a committee member shall be two (2)
years from the date of appointment.

Nomination, Compensation and Corporate Governance Committee

As at 31 December 2012, the Company’s Nomination, Compensation and
Corporate Governance Committee comprises 4 directors as follows:

+-------------------------------------+--------------------------------+
| Name                                | Position                       |
+=====================================+================================+
| 1. Mr. William Ellwood Heinecke     | Chairman of the Nomination,    |
|                                     | Compensation and Corporate     |
|                                     | Governance Committee           |
+-------------------------------------+--------------------------------+
| 2. Mr. Aloke Lohia                  | Member of the Nomination,      |
|                                     | Compensation and Corporate     |
|                                     | Governance Committee           |
+-------------------------------------+--------------------------------+
| 3. Dr. Siri Ganjarerndee            | Member of the Nomination,      |
|                                     | Compensation and Corporate     |
|                                     | Governance Committee           |
+-------------------------------------+--------------------------------+
| 4.  Mr. Khanit See                  | Member of the Nomination,      |
|                                     | Compensation and Corporate     |
|                                     | Governance Committee           |
+-------------------------------------+--------------------------------+

Remarks: The Secretary to the Nomination, Compensation and Corporate
Governance Committee is Mr.Richard Jones.

Scope of Duties and Responsibilities of the Nomination, Compensation and
Corporate Governance Committee

1.  To review the structure, size and composition of the Board

2.  To identify and nominate candidates to fill the Board or recommend
    the Board and shareholders to re-elect directors who retire by
    rotation

3.  To review the structure of senior management and provide
    recommendation to the Management

4.  To review compensation packages and other benefits of the Board, its
    committees and Group CEO.

5.  To formulate a corporate governance policy for the Board’s
    consideration and to monitor the compliance with policies.

6.  To co-ordinate the annual performance assessment of the Chairman of
    the Board and its members and sub committees.

Management^(*)

As at 31 December 2012, the list of the Company’s management is as
follows:

+---------------------------+------------------------------------------+
| Name                      | Position                                 |
+===========================+==========================================+
| 1.  Mr. Aloke Lohia       | Vice Chairman, Member of the Nomination, |
|                           | Compensation and Corporate Governance    |
|                           | Committee and Group Chief Executive      |
|                           | Officer                                  |
+---------------------------+------------------------------------------+
| 2.  Mr. Sashi Prakash     | Director and President of Wool Business  |
|     Khaitan               |                                          |
+---------------------------+------------------------------------------+
| 3.  Mr. Dilip Kumar       | Director and Chief Executive Officer of  |
|     Agrawal               | PTA, PET and EG/EO Business              |
+---------------------------+------------------------------------------+
| 4.  Mr. Udey Paul Singh   | Director and President of Polyester      |
|     Gill                  | Business                                 |
+---------------------------+------------------------------------------+
| 5.  Mr. Prem Chandra      | President of PTA Business                |
|     Gupta                 |                                          |
+---------------------------+------------------------------------------+
| 6.  Mr. Satyanarayan      | President of EG/EO Business              |
|     Mohta                 |                                          |
+---------------------------+------------------------------------------+
| 7.  Mr. Gopal Lal Modi    | President of PET Business                |
+---------------------------+------------------------------------------+
| 8.  Mr. Sanjay Ahuja      | Head of Finance                          |
+---------------------------+------------------------------------------+
| 9.  Mr. Manoj Kumar       | Head of Accounting                       |
|     Sharma                |                                          |
+---------------------------+------------------------------------------+
| Remarks: * Management     |                                          |
| means a director, manager |                                          |
| or a person holding a     |                                          |
| management-level-position |                                          |
| of the first four ranking |                                          |
| below the manager, a      |                                          |
| person holding a position |                                          |
| equivalent to the person  |                                          |
| holding a                 |                                          |
| management-level-position |                                          |
| of the fourth ranking,    |                                          |
| including a person        |                                          |
| holding a                 |                                          |
| management-level-position |                                          |
| in an accounting or       |                                          |
| finance department at the |                                          |
| level of manager of the   |                                          |
| department or higher or   |                                          |
| an equivalent position    |                                          |
+---------------------------+------------------------------------------+

Duties And Responsibilities of The Group Chief Executive Officer

1.  Designated as authorized person in administering the Company’s
    business and/or day-to-day operation to be in line with the
    objectives, articles of association, policies, rules, regulations,
    instructions and resolutions of the Board of Directors Meeting
    and/or resolutions of the Shareholders Meeting.

2.  Arrange to prepare the Company’s business policies, business plans
    and budget to be proposed to the Board of Directors for approval and
    has a duty to report the progress on such approved business plans
    and budget to the Board of Directors according to the period
    specified by the Board of Directors.

3.  Manage the Company’s business operations in line with the Company’s
    business policies, business plans and budget, and to meet financial
    goals as approved by the Board of Directors.

4.  Establish performance goals, allocate resources and comply with the
    policies for management.

5.  Ensure the Company’s overall business growth in accordance with the
    Company’s objectives and business plans.

6.  Maintain good relationship with the Company’s stakeholders.

7.  Ensure compliance with the law and ethical standards and maintain
    transparency.

8.  Ensure the organization’s public standing.

9.  Be the leader in marketing strategy.

10. Determine, monitor and strengthen organization’s standards that are
    essential to keep its competitive edge and create organization value
    through continuously working on the people and products.

11. Analyze the current and potential overall global industrial
    condition for hints of future changes within the industry and adjust
    the Company’s strategy.

12. Ensure appropriate returns to all stakeholders

13. Work closely with Chief Executive Officers, President, Chief
    Financial Officers and Chief Operating Officers of various business
    groups to deliver organization value.

14. Set up the employee performance evaluation standards and review such
    standards periodically.

15. Ensure effective implementation of the Board of Directors’
    resolution.

16. Recruit, appoint, remove, relocate, adjust, reduce or deduct salary
    or wages, impose disciplinary sanctions on officers and employees as
    well as dismiss officers and employees from their positions in
    accordance with the rules prescribed by the Board of Directors,
    except for executive officers or those in comparable or higher
    positions, which shall require prior approval from the Board of
    Directors.

17. Approve the Company’s normal financial transactions and debt
    restructuring transactions of short-term debts in the amount of not
    exceeding Baht 500 million or long-term debts in the amount of not
    exceeding Baht 250 million.

18. Be authorized to sub-authorize and/or delegate other persons to
    perform specific duties on his behalf. Such sub-authorization and/or
    delegation shall be within the scope of authorization or delegation
    in accordance with the power of attorney granted and/or shall be in
    accordance with the internal regulations, rules or instructions
    given by the Board of Directors and/or the Company. The
    authorization of duties and responsibilities of the CEO shall not
    constitute an authorization or sub-authorization which may cause the
    CEO or his authorized person(s) to be able to approve any
    transaction in which they, or any person who may have a conflict of
    interest (as defined in the notification of the Securities and
    Exchange Commission or the notification of the Capital Markets
    Supervisory Board), may have an interest or may gain benefit in any
    manner, or in which they may have any other conflict of interest
    with the Company or its subsidiaries, unless the approvals of such
    transactions are consistent with the policies and criteria approved
    by the Shareholders Meeting or the Board of Directors Meeting.

The Company Secretary

The Board of Directors of the Company has appointed Mr. Souvik Roy
Chowdhury as the Company Secretary of the Company, with duties and
responsibilities as stated in the Securities and Exchange Act.

Management Structure of a Core Company, Indorama Polymers PCL

[]

As at 31 December 2012, the Board of Directors comprises of 5 directors
as follows:

+---------------------------+------------------------------------------+
| Name                      | Position                                 |
+===========================+==========================================+
| 1.  Mr. Aloke Lohia       | Chairman of the Board                    |
|                           |                                          |
| 2.  Mr. Dilip Kumar       | Director and Chief Executive Officer     |
|     Agrawal               |                                          |
|                           | Director                                 |
| 3.  Mrs. Suchitra Lohia   |                                          |
|                           | Director and President                   |
| 4.  Mr. Gopal Lal Modi    |                                          |
|                           | Director                                 |
| 5.  Mr. Ramesh Kumar      |                                          |
|     Narsinghpura          |                                          |
+---------------------------+------------------------------------------+

Mr. Deepak Mittal , Independent Director resigned from the Company
effective April 2012.

The Secretary to the Board is Mr. Harsha V Reddy.

The Company’s authorized directors

  Any one of Mr. Aloke Lohia or Mrs. Suchitra Lohia or Mr. Dilip Kumar
  Agrawal or Mr. Gopal Lal Modi or Mr. Ramesh Kumar Narsinghpura sign
  with the company’s seal affixed.

Scope of Duties and Responsibilities of the Board of Directors of the
Core Company:

1.  To manage the Company in accordance with the law, objectives,
    articles of association and resolutions of shareholders in an honest
    manner and with the aim to protect interests for the Company;

2.  To have the power to appoint a number of directors and/or the
    Management having the responsibility to carry on business(es) as
    assigned by the Board of Directors, and to have the power to appoint
    the Chairman of the Chief Executive Officer and other committee such
    as selection committee, remuneration committee as the case may be;

3.  To set goal, guidelines, policy, plans of work and budget of the
    Company; to oversee the administration and management of the
    Management or any persons assigned to do such work to ensure
    compliance with the policy set out by the Board of Directors;

4.  To review and approve the policy, directions, strategies, business
    plan for large investment project of the Company proposed by the
    Management;

5.  To follow-up the outcome of work to ensure compliance with the plan
    and budget on an ongoing basis; and

6.  To consider and approve other businesses which are necessary and
    related to the Company or deemed appropriate and contributory to the
    interests of the Company

The following businesses may be carried on always subject to the
approval of the shareholders:

(1) Matters that, under the law, require resolutions reached in the
    shareholders' meeting; and

(2) Matters in which a director has interest and that are required by
    the law or rules of the Stock Exchange of Thailand to have prior
    approval from the shareholders' meeting.

Any decision of the Board of Directors on the following matters will
need the approval at the shareholders' meeting by no less than three
fourth of the total shareholders attending the meeting and being
entitled to vote:

(1) The sale or transfer of the whole or substantial parts of businesses
    of the Company to other persons;

(2) The purchase or acceptance of transfer of business of other
    companies or private companies to the Company;

(3) The amendment or the termination of any contract relating to the
    leasing out of the whole or substantial parts of business of the
    Company, the assignment to any other persons to manage the business
    of the Company, or the consolidation of business with other persons
    with an objective towards profit and loss sharing;

(4) The amendment of the Memorandum or Articles of Association of the
    Company;

(5) The increase or decrease in the Company’s capital, or the issuance
    of debentures;

(6) The amalgamation or dissolution of the Company; and

(7) Any other matters that, under the provisions of the law on
    securities and/or rules of the Stock Exchange of Thailand, requires
    approval from the meeting of the Board of Directors and the
    shareholders' meeting by the above-mentioned number of vote.

The director having interest in or conflicts over any benefit with the
Company or subsidiaries shall have no right to vote on such matter of
interest or conflicts.

Composition and the Appointment of the Board of Directors of Indorama
Polymers PCL

The composition, appointment, retirement, resignation and removal of the
Board of Directors of Indorama Polymers PCL has been prescribed in the
Articles of Association of the Company, the summary of which is as
follows:

1.  To conduct the business of the Company, the Board of Directors shall
    consist of at least five directors. Not less than one half of all
    directors shall have residence in the Kingdom of Thailand.

2.  The appointment of a director shall be made by a majority vote of
    the shareholders meeting in accordance with the following conditions
    and procedures:

(1) A shareholder shall have one vote for each share;

(2) The shareholder shall vote for the election of the director person
    by person;

(3) The persons receiving the most votes are those who are elected to be
    directors, in descending order, to the number of directors who are
    to be elected. If there is a tie in the last to be elected and this
    exceeds the said number of directors, the presiding chairman shall
    have an additional casting vote.

3.  At every annual general meeting, one-third of the total number of
    the directors shall vacate office. If the number is not a multiple
    of three, then the number nearest to one-third must retire from the
    office. The directors to retire during the first and second years
    following the registration of the Company shall be drawn by lots. In
    subsequent years, the director who has been in office for the
    longest term shall retire. A retiring director is eligible for
    re-election.

4.  Any director wishing to resign from the director’s position shall
    submit a resignation letter to the Company. The resignation shall
    take effect upon the date on which the resignation letter reaches
    the Company.

5.  The shareholders meeting may pass a resolution removing any director
    prior to retirement by rotation, by a vote of not less than
    three-fourths of the number of shareholders attending the meeting
    and having the right to vote, and the shares held by them shall not,
    in aggregate, be less than one half the number of the shares held by
    the shareholders attending the meeting and having the right to vote.

The Company’s Board of Directors’ Meeting

The followings are the details of attendance of the Board of Directors’
meeting in 2012.

+-------------------------------------+--------------------------------+
| Name                                | No. of Attendance / Total      |
|                                     | Meeting                        |
+-------------------------------------+--------------------------------+
| 1.  Mr. Aloke Lohia                 | 5/5                            |
+-------------------------------------+--------------------------------+
| 2.  Mrs. Suchitra Lohia             | 5/5                            |
+-------------------------------------+--------------------------------+
| 3.  Mr. Dilip Kumar Agrawal         | 3/5                            |
+-------------------------------------+--------------------------------+
| 4.  Mr. Gopal Lal Modi              | 5/5                            |
+-------------------------------------+--------------------------------+
| 5.  Mr. Ramesh Kumar Narsinghpura   | 5/5                            |
+-------------------------------------+--------------------------------+
| 6.  Mr. Deepak Mittal⁽¹⁾            | 2/5                            |
+-------------------------------------+--------------------------------+

Remarks: ⁽¹⁾ Mr. Deepak Mittal resigned on April 26, 2012

Management

As at 31 December 2012, the list of the Company’s management is as
follows:

+-------------------------------+--------------------------------------+
| Name                          | Position                             |
+===============================+======================================+
| 1.  Mr. Gopal Lal Modi        | President                            |
+-------------------------------+--------------------------------------+
| 2.  Mr. Narayaswamy           | Chief Accounting Officer             |
|     Subramanian               |                                      |
+-------------------------------+--------------------------------------+
| 3.  Mr. Vipin Kumar           | Head of Marketing                    |
+-------------------------------+--------------------------------------+
| 4.  Mr. Nitin Balasaheb       | Head of Production                   |
|     Bopardikar                |                                      |
+-------------------------------+--------------------------------------+

Duties And Responsibilities of the Chief Executive Officer

1.  Designated as authorized person in administering the Company’s
    business and/or day-to-day operation to be in line with the
    objectives, articles of association, policies, rules, regulations,
    instructions and resolutions of the Board of Directors Meeting
    and/or resolutions of the Shareholders Meeting.

2.  Manage the Company’s business operations in line with the Company’s
    budget, and to meet financial goals.

3.  Establish performance goals, allocate resources and comply with the
    policies for management.

4.  Ensure the Company’s overall business growth in accordance with the
    Company’s objectives and business plans.

5.  Maintain good relationship with the Company’s stakeholders.

6.  Ensure compliance with the law and ethical standards and maintain
    transparency.

7.  Ensure the organization’s public standing.

8.  Be the leader in marketing strategy.

9.  Determine, monitor and strengthen organization’s standards that are
    essential to keep its competitive edge and create organization value
    through continuously working on the people and products.

10. Analyze the current and potential overall global industrial
    condition for hints of future changes within the industry and adjust
    the Company’s strategy.

11. Ensure appropriate returns to all stakeholders

12. Set up the employee performance evaluation standards and review such
    standards periodically.

13. Approve the Company’s normal financial transactions and debt
    restructuring transactions of short-term debts in the amount of not
    exceeding Baht 200 million or long-term debts in the amount of not
    exceeding Baht 100 million.

Remuneration

Remuneration of Directors of Indorama Ventures PCL

The current remuneration of Independent Directors and Non-Executive
Directors is established based on assignments, responsibilities. Such
remuneration proposed by the Board on the recommendation of Normination,
Compensation and Corporate Governance Committee is approved by the
Shareholders’ meeting.

At the Annual General Meeting of Shareholders No. 1/2011 held on April
27, 2011 and at the Annual General Meeting of Shareholders No.1/2012
held on April 26, 2012, the shareholders approved the total annual
remuneration of an amount not exceeding Baht 25,000,000 and an amount
not exceeding Baht 35,000,000 respectively as below:

As Directors of the Company

  ----- -------------------- ------------ ----------- ------------ --------------
  No.   Independent          2011                     2012         
        Directors and                                              
        Non-Executive                                              
        Directors                                                  

                             Amount       Actual Paid Amount       Actual Paid
                             approved     (Baht       approved     (Baht/Annum)
                             (Baht /      /Annum)     (Baht /      
                             Month)                   Month)       

  1     Mr. Sri Prakash      75,000       900,000     75,000       900,000
        Lohia                                                      

  2     Mr. Rathian          50,000       600,000     50,000       600,000
        Srimongkol                                                 

  3     Mr. William Ellwood  50,000       600,000     50,000       600,000
        Heinecke                                                   

  4     Mr. Chakramon        50,000       600,000     50,000       600,000
        Phasukavanich                                              

  5     Mr. Amit Lohia       50,000       600,000     50,000       600,000

  6     Mr. Maris Samaram    50,000       600,000     50,000       600,000

  7     Dr. Siri             50,000       600,000     50,000       600,000
        Ganjarerndee                                               

  8     Mr. Khanit See       50,000       600,000     50,000       600,000

        Total                             5,100,000                5,100,000
  ----- -------------------- ------------ ----------- ------------ --------------

As Audit Committee members

  ----- -------------------- ------------ -------------- ------------ --------------
  No.   Members              2011                        2012         

                             Amount       Actual Paid    Amount       Actual Paid
                             approved     (Baht/Annum)   approved     (Baht/Annum)
                             (Baht /                     (Baht /      
                             Month)                      Month)       

  1     Mr. Rathian          75,000       900,000        75,000       900,000
        Srimongkol                                                    

  2     Mr. Chakramon        50,000       600,000        50,000       600,000
        Phasukavanich                                                 

  3     Mr. Maris Samaram    50,000       400,000        50,000       600,000

        Total                             2,100,000                   2,100,000
  ----- -------------------- ------------ -------------- ------------ --------------

As Nomination, Compensation and Corporate Governance Committee Member

  ----- -------------------- ------------ -------------- ------------ --------------
  No.   Members              2011                        2012         

                             Amount       Actual Paid    Amount       Actual Paid
                             approved     (Baht/Annum)   approved     (Baht/Annum)
                             (Baht /                     (Baht /      
                             Month)                      Month)       

  1     Mr. William Ellwood  35,000       420,000        35,000       420,000
        Heinecke                                                      

  2     Dr. Siri             25,000       300,000        25,000       300,000
        Ganjarerndee                                                  

  3     Mr. Khanit See       25,000       300,000        25,000       300,000

        Total                             1,020,000                   1,020,000
  ----- -------------------- ------------ -------------- ------------ --------------

In addition, the Company paid bonus to directors as below:

+------------------------------------+----------------+----------------+
| Name                               | Actual Paid in | Actual Paid in |
|                                    | 2011           | 2012           |
|                                    |                |                |
|                                    | (Baht)         | (Baht)         |
+------------------------------------+----------------+----------------+
| 1.  Mr. Sri Prakash Lohia          | 1,931,789      | 2,382,857      |
+------------------------------------+----------------+----------------+
| 2.  Mr. Aloke Lohia                | 1,159,073      | 2,382,857      |
+------------------------------------+----------------+----------------+
| 3.  Mrs. Suchitra Lohia            | 772,715        | 1,429,714      |
+------------------------------------+----------------+----------------+
| 4.  Mr. Amit Lohia                 | 772,715        | 953,143        |
+------------------------------------+----------------+----------------+
| 5.  Mr. Dilip Kumar Agrawal        | 772,715        | 1,429,714      |
+------------------------------------+----------------+----------------+
| 6.  Mr. Sashi Prakash Khaitan      | 772,715        | 1,429,714      |
+------------------------------------+----------------+----------------+
| 7.  Mr. Udey Paul Singh Gill*      | -              | 1,429,714      |
+------------------------------------+----------------+----------------+
| 8.  Mr. Rathian Srimongkol         | 2,318,146      | 2,859,429      |
+------------------------------------+----------------+----------------+
| 9.  Mr. Maris Samaram              | 1,545,431      | 1,906,286      |
+------------------------------------+----------------+----------------+
| 10. Mr. Chakramon Phasukavanich    | 1,159,073      | 1,429,714      |
+------------------------------------+----------------+----------------+
| 11. Mr. William Ellwood Heinecke   | 1,545,431      | 1,906,286      |
+------------------------------------+----------------+----------------+
| 12. Dr. Siri Ganjarerndee          | 1,545,431      | 1,906,286      |
+------------------------------------+----------------+----------------+
| 13. Mr. Khanit See                 | 1, 545,431     | 1,906,286      |
+------------------------------------+----------------+----------------+
| Total                              | 15,840,668     | 23,352,000     |
+------------------------------------+----------------+----------------+

Remarks: ^(*) Mr. Udey Paul Singh Gill has been appointed as director of
the company on April 27, 2011

The Executive Directors on the IVL Board not paid any director’s fee.

Remuneration paid to the Management team in 2011 and 2012 composes of
salary; bonus and other remunerations, which amounts to Baht 80,099,966
and Baht 90,320,198 respectively.

Other Remuneration

- None -

Remuneration of Directors of Indorama Polymers PCL – A Core Company

In Indorama Polymers PCL the remuneration was paid to Independent
Directors only based on assignments, responsibilities. Such remuneration
proposed by the Board was approved by the shareholders in the Annual
General Shareholders’ meeting.

In 2011 and 2012, the Company paid to Independent Directors for an
amount not exceeding Baht 1,350,000and an amount not exceeding Baht
300,000 respectively as below:

  ----- -------------------- ------------------ -------------- ------------ --------------
  No.   Independent          2011                              2012         
        Directors and                                                       
        Non-Executive                                                       
        Directors                                                           

                             Amount approved    Actual Paid    Amount       Actual Paid
                             (Baht / Month)     (Baht/Annum)   approved     (Baht/Annum)
                                                               (Baht /      
                                                               Month)       

  1     Mr. Maris Samaram    40,000             120,000        -            -
        ⁽¹⁾                                                                 

  2     Dr. Siri             40,000             120,000        -            -
        Ganjarerndee ⁽¹⁾                                                    

  3     Mr. Deepak Mittal⁽²⁾ 40,000/50,000⁽³⁾   570,000        50,000       150,000

  4     Mr. Rathian          40,000             120,000        -            -
        Srimongkol ⁽¹⁾                                                      

        Total                                   930,000                     150,000
  ----- -------------------- ------------------ -------------- ------------ --------------

Remarks: ⁽¹⁾ Resigned as director in April 2011

⁽²⁾ Resigned as director in April 26, 2012

⁽³⁾ Indorama Polymers PCL increased the remuneration from Baht 40,000 to
Baht 50,000 effective from April 2011

In addition, the Company paid bonus to the directors as below:

+-----------------------------+------------------+---------------------+
| Name                        | Actual Paid in   | Actual Paid in 2012 |
|                             | 2011             |                     |
|                             |                  | (Baht)              |
|                             | (Baht)           |                     |
+-----------------------------+------------------+---------------------+
| 1. Mr. Deepak Mittal⁽¹⁾     | 120,000          | 150,000             |
+-----------------------------+------------------+---------------------+
| Total                       | 120,000          | 150,000             |
+-----------------------------+------------------+---------------------+

Remarks: ⁽¹⁾ Resigned as director from April 26, 2012

As Audit Committee members

  ----- ------------------- ------------ -------------- ------------ --------------
  No.   Members             2011                        2012         

                            Amount       Actual Paid⁽¹⁾ Amount       Actual Paid
                            approved     (Baht/Annum)   approved     (Baht/Annum)
                            (Baht /                     (Baht /      
                            Month)                      Month)       

  1     Dr. Siri            30,000       60,000         -            -
        Ganjarerndee                                                 

  2     Mr. Maris Samaram   30,000       60,000         -            -

  3     Mr. Rathian         40,000       80,000         -            -
        Srimongkol                                                   

        Total                            200,000        -            -
  ----- ------------------- ------------ -------------- ------------ --------------

Remarks: ⁽¹⁾ Remuneration of the Audit Committee Members is paid for the
months of January 2011 and February 2011 only and after which Indorama
Polymers PCL has cancelled the Audit Committee from March 2011 onwards.

The Executive Directors of the IRP Board are not paid any director’s
fee. Remuneration paid to the Management team in 2011 and 2012 composes
of salary; bonus and other remunerations amounting to Baht 12,052,503
and Baht 30,603,251 respectively.

Personnel

Number of Employees and Major changes in the number of Employees

As at December 31, 2012 Indorama Ventures PCL do not have any employee
as the Company is a holding company whose business is investing in its
subsidiaries and affiliates.

However, the number of employees as at December 31, 2012 is 8,958
persons. The details of the employees business segment wise are as
under:

  -----------------------------------------------------------------------
  Type of Business                    As of December 31, 2012
  ----------------------------------- -----------------------------------
  PET business                        2,582

  Polyester business                  4,787

  Wool business                       487

  Feedstock business⁽¹⁾               772

  Non-Operating Business              330

  Total                               8,958
  -----------------------------------------------------------------------

Remarks: ⁽¹⁾ PTA Business and EG/EO Business

Employees in the main geographical locations are as follows:

  -----------------------------------------------------------------------
  Country                             As of December 31, 2012
  ----------------------------------- -----------------------------------
  Asia                                5,328

  Europe                              2,300

  U.S.A.                              1,314

  Africa                              16

  Total                               8,958
  -----------------------------------------------------------------------

Material Labor Disputes In The Past 3 Years

Since the establishment, the Company never had any material labor
dispute.

Remuneration to Employees

Indorama Ventures PCL

In 2012, the total remuneration to employees of IVL and all its
subsidiaries including salary, bonuses, provident funds and other
expenses amounted to Baht 7,349 million.

Human Resource Development

In order to improve staff competency and strengthen organizational
capability for the continuing expansion of Company’s business, both in
Thailand and overseas, IVL improved in human resource development system
and processes. Based on this competency, the Company has provided
training throughout the past year in the followings:

1.  In House and External Training

  The Company provided such training, both locally and overseas, to its
  staff at all levels, including management

2.  Long Term Training and Development Program

  The objective of these programs were to prepare its staff for future
  roles and assignments in various current and upcoming projects. By
  this approach, the staff undertook on the job training, both in
  Thailand and overseas with business partners as well as services
  companies.

Corporate Governance Policy

Being aware of the importance of good corporate governance, the Board of
Directors of Indorama Ventures Public Company Limited (“Company”) has
promoted and supported compliance with the principles of good corporate
governance in accordance with the Principles of Good Corporate
Governance for Listed Companies of 2006 as prescribed by the Stock
Exchange of Thailand (“SET”). The principles of good corporate
governance of the Company are detailed as follows:

Section 1 Rights of shareholders

The Company is aware of and prioritizes the fundamental rights of the
shareholders, by considering the shareholders as investors and owners of
the Company. The fundamental rights of the shareholders include the
right to receive profit sharing from the Company, right to receive
adequate information with regard to the Company, rights relating to
participation in the shareholders meeting, right to express their
opinion, right to participate in making decisions on matters that have
an impact on the Company or any other important matters of the Company
e.g. the allocation of dividends, appointment or removal of directors,
appointment of auditor, approval of important transactions which affect
the direction of the Company’s business operation, decrease or increase
of the Company’s capital and amendments to the memorandum of association
and articles of association of the Company.

The Company has the policy to provide convenience to the shareholders.
In holding a shareholders meeting, the Company will arrange the venue of
the meeting at which the shareholders can travel conveniently and the
map of the meeting venue will be enclosed with the meeting notice. In
addition, a shareholders meeting will be scheduled on an appropriate
date and time with sufficient period of time for the meeting. The
Company will send the notice of the shareholders meeting, both in Thai
and English versions, as well as relevant information on each agenda
item, to each shareholder at least seven days prior to the meeting date
(or any period of time as required by the Capital Market Supervisory
Board, the Office of the Securities and Exchange Commission (“SEC”) and
the SET). In the case that any shareholder cannot attend a shareholders
meeting in person, the Company allows such shareholder to appoint a
proxy, either an independent director or any person, to attend the
meeting on his/her behalf by using the proxy form enclosed with the
meeting notice.

The opinion of the directors will be provided for each agenda item for
the shareholders to make a decision to attend and vote in the meeting.
Prior to the commencement of the meeting, the shareholders will be
informed of the methods to exercise their rights to vote and to express
opinions, as well as to raise questions to the meeting during the
discussion of each agenda item. All shareholders will be treated equally
in expressing their opinion and raising questions in the meeting. The
Chairman of the meeting will allot reasonable time for such sessions.
Directors and relevant management team members will attend the
shareholders meeting to provide responses to any inquiry raised at the
meeting.

After the conclusion of the meeting, the Company will prepare the
meeting minutes recording accurate contents and important inquiries and
opinions in the meeting for verification by the shareholders. A copy of
the meeting minutes will also be submitted to the SET within 14 days
from the date of the meeting.

Section 2 Equal Treatment of Shareholders

The Board of Directors applies the principle of equal treatment to all
shareholders, either majority or minority shareholders, or Thai or
foreign shareholders, by ensuring that each shareholder is equally
treated and protected under their fundamental rights.

The Board of Directors provides the opportunity to the minority
shareholders to propose additional agenda items in advance of the date
of shareholders meeting under the consideration criteria as to whether
the agenda items proposed by the minority shareholders can be added.
Additionally, the Board of Directors has prescribed the methods for the
minority shareholders in nominating, through the Board of Directors,
qualified individuals to be elected as directors of the Company four
months prior to the shareholders meeting, as well as supporting
information on qualifications and consent of the nominees. It is
prohibited for the management to unreasonably add agenda items without
giving prior notice to the shareholders, especially material agenda
items for which the shareholders would require sufficient time to study
relevant information before making a decision.

In the case that any shareholder cannot attend a shareholders meeting in
person, the Company encourages such shareholder to appoint a proxy by
using a proxy form in which the vote can be directed by the
shareholders. In the case of the use of proxy, as an option for the
shareholders, the Company will nominate at least one of its independent
directors to act as shareholders’ proxy.

Moreover, the Company also encourages the use of ballots at each agenda
item for the purpose of transparency and examination if there is any
future argument. In the agenda item of appointment of directors, the
shareholders shall be able to exercise their right to vote for each
nominated director individually.

Use of Inside Information

In order to prevent the Company’s inside information from being used for
personal benefit, the Company has set up clear policies and regulations
to prevent directors, executives, employees and related persons from
using the Company’s inside information for their own benefit or
disseminating such information to any third party for their trading.

The Board of Directors also requires that the directors and executives
report their interests or those of their related persons in connection
with the business operation of the Company or the subsidiaries to the
Company so that the Company will have information in support of the
compliance with the requirements on related party transactions which may
cause conflicts of interest and conveyance of interest of the Company
and its subsidiaries. These requirements are consistent with the
requirements of the Capital Market Supervisory Board, the Stock Exchange
of Thailand and the Company’s Policy.

Section 3 Role of Stakeholders

The Company has accorded fair priority to its stakeholders, both
internal and external stakeholders, such as shareholders, employees,
business partners, customers, competitors, creditors, the community,
environment and society. In this regard, it has become the Company’s
strict policy that all stakeholders should be treated by the Company
under the rights entitled by the law and relevant regulations. The
Company has issued various policies like treatment of Trading Partners
and Creditors, Business Partners and Stakeholders, Environment, Human
Rigahts, Intellectual Property and Whistle Blowers.They are available on
the Company’s website.

  -------------------- --- ------------------------------------------------
  Shareholders         :   The Company operates its business with
                           transparency and efficiency and is determined to
                           operate its business to render positive results
                           of operation for stable growth and to generate
                           highest benefits to the shareholders in the long
                           term, as well as to disclose information to
                           foster its transparency and reliability.

  Customers            :   The Company is committed to customers’
                           satisfaction and confidence in the Company by
                           delivering quality products and services at a
                           fair and appropriate price including after sale
                           servce. In addition, the Company provides
                           vsrious chanenls to our customers to express and
                           exchange their opinions to the Company.

  Employees            :   The Company has accorded priority to its
                           employees by considering them as valuable
                           resources of the organization and a significant
                           part of the growth and profitability of the
                           Company and its subsidiaries. The Company tries
                           to provide quality working facilities for its
                           employees, by focusing on safety and fair and
                           competitive remuneration comparable to a
                           business of a similar nature.

  Business Partners        The Company develops sustainable and advance
                           relationships with each of its business
                           partners, based on mutual interest and subject
                           to business ethics.

  Creditors            :   The Company shall treat its creditors fairly, by
                           complying with the conditions and terms of
                           agreements and the Company’s obligations
                           thereunder.

  Community            :   The Company prioritizes the matters of safety,
  Environment and          society, environment, and quality of life of all
  Society                  persons involving with the Company’s operation.
                           The Company also ensures compliance with the
                           laws and regulations.

  Competitors          :   The Company operates its business within the
                           fair competition framework and with ethical
                           conducts, and does not impair the competitors’
                           reputation by maliciously imputing them with
                           groundless stories.
  -------------------- --- ------------------------------------------------

In the case of additional inquiries, complaints, information on law
violation, accuracy of financial reports, impaired internal control
system or violation of the Company’s business ethics, the stakeholders
can directly communicate through the Company’s website or the
independent directors or audit committee of the Company, or by sending
email to souvikroy@indorama.net. All complaints and information will be
protected and treated confidential, and will be reviewed and sought for
remedy (if any), the outcome of which will be further reported to the
Board of Directors.

Section 4 Information Disclosure and Transparency

It is the Company’s policy to disclose all important information
relevant to the Company, either financial or non-financial information,
and other information that may have an impact on the interests of the
shareholders or investment decision or the price of the Company’s
shares. All such information will be disclosed sufficiently, accurately,
completely, on a timely basis and transparently through easy-to-access
channels, which reflect the fairness and reliability of the Company. The
disclosure of information will be made in compliance with the relevant
rules of the Office of the SEC and the SET. Such information will also
be disclosed in the Company’s annual report, annual registration
statement, the SET website and the Company’s website.

The Company has a designated Investor Relations Unit for disseminating
essential organizational information, both financial and general
information, to shareholders, securities analysts, credit-rating
companies and relevant authorities, through various channels, including
the submission of reports to the SET and the Office of SEC and the
Company’s website. In addition, the Company prioritizes regular
disclosure of information, both in Thai and English, through the
Company’s website, so that the shareholders will regularly be kept
informed. The information on the Company’s website will be updated on a
regular basis, which includes the Company’s visions, missions, financial
statements, news, annual reports, organizational and management
structure and shareholding structure and majority shareholders.

The investors may contact the Company’s Investor Relations Unit at:

Contact Person : Mr. Richard Jones/Mr. Vikash Jalan

  Address : 75/102 Ocean Tower 2, 37th Floor, Soi Sukhumvit 19
  (Wattana),

  Asoke Road, Klongtoey Nuer, Wattana, Bangkok 10110

Telephone : 02-661-6661

Email address : richard.j@indorama.net or jalan@indorama.net

Website : www.indoramaventures.com

Section 5 Responsibility of the Board of Directors

Board of Directors’ Structure

The Company’s Board of Directors, consisting of directors who have
knowledge, competence and experience in the business, has the duty to
set out policies, visions, strategies, goals, missions, business plans
and budgets of the Company, as well as to supervise the management team
to effectively and efficiently manage the business of the Company under
the legal framework, objectives, articles of association of the Company
and the resolutions of the Board of Directors meeting and the
shareholders meeting. Such duties must be performed with accountability,
loyalty and care under the principles of good corporate governance in
order to achieve the best economic value for the business and stability
for its shareholders.

The Company’s Board of Directors consists of 13 directors, 6 of which
are independent directors who are fully qualified under the relevant
regulations of the Capital Market Supervisory Board and the SET.

None of the Company’s director shall hold the office of director in more
than five other listed companies. In the case that any director holds
the office of director in more than five other listed companies, the
Board of Directors will review the efficiency of such directors’
performance.

According to the Company’s articles of association, at each annual
general meeting of shareholders, one-third (1/3) of all the present
directors, or, if the number is not a multiple of three, then the number
of directors nearest to one-third shall retire from office. At the
annual general meetings of the first two years after the Company’s
incorporation, the retiring on rotation of the directors shall be
determined by the drawing of lots, while at those of the subsequent
years, the directors who hold the longest term in the office shall
retire. A retiring director is eligible for re-election.

The Company has appointed the Company Secretary in order to provide
advice on compliance mattes which the Board of Directors. The Company
Secretary shall also supervise the activities of the Board of Directors
and coordinate to ensure the compliance with the resolutions of the
Board of Directors.

Sub-Committees

In addition to the Board of Directors, the Company has an Audit
Committee to assist the Board of Directors in creating the good internal
control system within its business and to be vested with the power as
prescribed in the Charter of the Audit Committee which is in line with
the relevant notifications of the Capital Market Supervisory Board and
the SET.

The Company has a Nomination, Compensation and Corporate Governance
Committee in order to assit in improving the good corporate governance
system of the Company and to recomend nomination and remuneration of
Directors.

The Company is in the process of forming the Enterprise Risk Management
Committee to oversee and mitigate the risks.

Roles, Duties and Responsibilities

The Board of Directors has a duty to oversee the Company’s business and
missions to be in accordance with applicable laws, as well as the
Company’s objectives and articles of association and resolutions of the
Board of Directors meeting and the shareholders meeting. The Board of
Directors must exercise careful discretion in making business judgment
and perform its duty with accountability, care and loyalty for the best
interest of the Company.

Corporate Governance Policy

The Company has set up a written policy on corporate governance and the
Board of Directors will review this policy and the compliance therewith
on an annual basis. After the Company’s ordinary shares have been listed
on the SET, the Company will comply with the relevant rules and
regulations as prescribed by the Office at the SEC and the SET. The
details of the report on corporate governance will be included in the
Company’s annual report and the annual registration statement (Form
56-1).

Conflict of interests

The Board of Directors has set up a policy to prevent conflicts of
interest on the basis that any decision-making on business transactions
shall be made only for the best interest of the Company and it shall
avoid any act which may cause conflicts of interest. It is required that
a person who is involved in or has interest in any transaction shall
report the involvement or interest in such transaction to the Company
and shall abstain from voting for decision-making and shall have no
power to approve such transaction.

In the case of any transaction which is not consistent with the
Company’s normal course of business or the general trading conditions
and may cause conflicts of interest, the entry into such transaction
shall be submitted to the Audit Committee for consideration with respect
to the transaction appropriateness before proposing to the Board of
Directors meeting for consideration and approval. In such case, the
Company shall comply with the requirements prescribed by the Capital
Market Advisory Board, the SEC and/or the SET.

Report of the Board of Directors

The Audit Committee has the duty to review the Company’s financial
reporting with the Company’s Accounting and Finance Department and the
auditors and to submit the Company’s financial reporting to the Board of
Directors on a quarterly basis. The Board of Directors shall be
responsible for the accuracy of the Company’s financial statements and
financial information as described in the annual report. The financial
statements shall be prepared in accordance with the accounting
principles which are generally accepted in Thailand and audited by a
certified public accountant approved by the Office of the SEC. An
appropriate accounting policy shall be applied and always be complied
with. In addition, information shall be adequately disclosed in the
notes to the financial statements.

The Board of Directors Meetings

According to the articles of association of the Company, the Board of
Directors shall hold a meeting at least once every three months and
additional special meetings may be held as necessary. A meeting notice
will be delivered to directors at least seven days prior to the date of
the meeting, unless it is necessary or urgent to preserve the rights or
benefits of the Company. At each meeting, the agenda of the meeting will
be clearly specified and supported by the completed and sufficient
documents, to be delivered to the directors in advance so that the
directors will have enough time to study such information prior to the
meeting. At the meeting, each director will be able to openly discuss
and express his or her opinion. In addition, the senior management will
be invited to attend the Board of Directors meeting in order to give
additional detailed information as they are directly involved in such
matters.

The Company is committed to providing the Board of Directors with
adequate, complete continuous and timely information prior to a Board of
Directors meeting. The members of the Board of Directors can directly
and independently contact the Company Secretary. The Company Secretary
is responsible for advising the Board of Directors on the compliance
with legal and regulatory requirements.

The Board of Directors has set up a policy giving opportunity to the
non-executive directors to hold a meeting among them, without the
participation of the management, as it is deemed necessary, in order to
discuss all management issues in which they are interested. The outcome
of the said meeting shall be reported to the Group Chief Executive
Officer.

Self-Assessment of the Board of Directors

After the company has been listed on the SET, the Board of Directors
will annually arrange a self-assessment of performance in order to
assess its performance in the preceding year and to seek solutions to
improve the efficiency of performance of the Board of Directors for the
following years.

Remuneration of Directors and Executives

The Company appointed the Compensation Committee to consider the
appropriate remuneration of the directors and propose the remuneration
to the shareholders meeting for consideration and approval.

Development on Directors and Executives

The Board of Directors has a policy to enhance and accommodate the
provision of training and knowledge for the directors who are involved
in the corporate governance system of the Company, including directors,
audit committee, executives, so that they can continuously improve their
performances. In the case of a change in directorship or the appointment
of new directors, the management will provide documents and information
which is essential for the performance of duties and responsibilities of
the new directors and will arrange an orientation session on the nature
of the Company’s business and business operation guidelines to the new
directors.

Most of the Company’s directors have been trained in the Directors
Accreditation Program (DAP) of the Thai Institute of Directors. [Some
directors are also accredited with the Directors Certification Program
(DCP) of the same institution.

The Use Of Internal Information

The Company’s Board of Directors aware of the importance of the good
corporate governance and for the transparency and to prevent the use of
internal information for the benefit of oneself, the Company has set the
policy for the use of the Company’s internal information as follows:

1.  All directors, executives, staff and employees of the Company shall
    keep the confidential and/or internal all information of the Company
    except for the purpose of the operation of the Company's businesses;

2.  All directors, executives, staff and employees of the Company shall
    not disclose confidential and/or internal information of the Company
    with the aim to seek benefit for oneself or for other persons either
    directly or indirectly regardless of whether or not such benefit is
    to be received; and

3.  All directors, executives, staff and employees of the Company shall
    not sell, purchase, transfer or take the assignment of securities of
    the Company by using confidential and/ or internal information of
    the Company and/ or enter into any transactions by using
    confidential and/or internal information of the Company in a manner
    that could possibly cause damage to the Company either directly or
    indirectly. This provision shall also apply to spouses and minor
    children of the directors, executives, staff and employees of the
    Company. Violators of the regulations shall be deemed as committing
    a serious offence.

Directors, executives, managers, person responsible for the operation,
auditor, staffs or employees of the Company purchase or sell, offer to
purchase or sell or invite any other person to purchase, sell or offer
to purchase or sell the shares of the Company in such a way as to take
advantage of other persons by using internal information material to
changes in the prices of the shares of the Company which has not yet
been disclosed to the public and to which information he has access by
virtue of his office or position, and whether or not such act is done
for his own or another person’s benefit, or to disclose such information
so that he will receive consideration from the person who engages in the
aforesaid acts, such person shall be liable under the applicable laws
with respect to insider trading as a result of such contravention.

In case, directors, executives, managers, person responsible for the
operation, auditor of the Company acquire or dispose of shares or other
securities (if any) of the Company, such person have to report on such
acquisition or disposition to the SEC within the time described by SEC
Act B.E. 2535. The said acquisition or disposition of such person shall
include the holding of shares and other securities (if any) by his
spouse and minor children.

These regulations have been suitably informed to all the employees.