9. The Management

9.1 Management Structure

  Board Composition

The Board of Directors as at December 31, 2005 consisted of following
Directors:

Pol. Capt. Prasit Tantsetthi Independent Director and Chairman of the
Board of Directors

Mr. Cherdpan Bulsook Director and Vice-Chairman

Mr. Somchai Bulsook Director, Chief Executive Officer, and Member of
Nominating and Corporate Governance Committee

Mr. Gautham Mukkavilli Director and Member of Compensation Committee

Mr. Jakkris Bulsook Director and General Plant Manager – Pathumthani
Plant Mr. John William Hancock Independent Director and Chairman of
Nominating and

Corporate Governance Committee

Mrs. Kannikar Chalitaporn Independent Director and Member of Audit
Committee

  Mr. Photipong Lamsam Independent Director and Member of Audit
  Committee

  Mr. Prasong Sukhum Independent Director and Chairman of Audit
  Committee

  Mr. Rahul Bhatnagar Director

  Mr. Ronald Stuart McEachern Director

Mr. Surajit Wanglee Director

Mr. Surin Osathanugrah Director and Member of Compensation Committee

Mr. Timothy Edward Minges Director and Member of Nominating and
Corporate Governance Committee Mr. William Ellwood Heinecke Independent
Director and Chairman of Compensation Committee

Names and Number of Authorized Directors

Any two out of the following eight directors may sign and affix the
Company seal to legally bind the Company.

Pol. Capt. Prasit Tantsetthi, Mr. Cherdpan Bulsook, Mr. Somchai Bulsook,
Mr. Gautham Mukkavilli, Mr. Jakkris Bulsook, Mr. Ronald Stuart
McEachern, Mr. Surin Osathanugrah, and Mr. Timothy Edward Minges.

Executives

In addition to Mr. Somchai Bulsook, the Director, President and Chief
Executive Officer, and Mr. Jakkris Bulsook, the Director and General
Plant Manager – Patumthani, other executives are:

  ------ ------------------------ -------------------------------------- --
         Name                     Position                               

         Mr. Somchai Bulsook      President and Chief Executive Officer  

         Mr. Jakkris Bulsook      Director and General Plant Manager,    
                                  Pathumthani Plant                      

         Mr. Dhitivute Bulsook    Marketing Director                     

         Mr. Vipak                Finance Director                       
         Vetvitayavatana                                                 

         Mr. Arthakrit            Human Resources Director               
         Visudtibhan                                                     

         Mr. Parinya Permpanich   Sales Operation Director               

         Mr. Somnuek Suvanich     Technical Director                     

         Mr. Kanit Leelapiyanate  General Plant Manager, Nakornsawan     

         Mr. Sarun                General Plant Manager,                 
         Kiagtthaloengrith        Nakornratchasima                       

         Mr. Sin Kusri            General Plant Manager, Suratthani      
  ------ ------------------------ -------------------------------------- --

2.  Nomination and Appointment of Directors

  The Nominating and Corporate Governance Committee is responsible for
  the selection of qualified and experienced individuals for the Board
  of Directors and shareholders to consider and elect as appropriate.

  The Board of Directors is elected by the Shareholders at a General
  Meeting according to the Company’s Articles of Association, which set
  forth the following procedures:

1)  A Shareholder shall have a number of votes which is equivalent to
    the number of shares held by him/her;

2)  Each Shareholder may exercise all the votes he/she has to elect one
    or more persons as Directors, but he may not split his/her votes
    among any such persons;

3)  The persons receiving the highest number of votes in respective
    order shall be appointed Directors. The number of Directors will
    depend on the requirement set at such time. In the event that a
    number of persons receive an equal number of votes for the last
    directorship, resulting in the number of Directors being more than
    is required at such time, the Chairman of the meeting shall have a
    casting vote.

  If a directorship becomes vacant for any reason other than by
  rotation, the Board of Directors shall elect a person, who is
  qualified and does not having any prohibited characteristics as
  provided in Sections 68 of the Public Limited Company Act B.E. 2535,
  as a director to fill the vacancy. The election shall take place at
  the subsequent Board of Directors’ meeting unless the remaining term
  of the director is less than 2 months. The Director who fills the
  vacancy shall retain his office only for the remaining term of the
  office of the Director whom he replaces. For these purposes the
  resolution of the Board of Directors shall require not less than
  three-fourth of the votes of the remaining directors.

3.  Directors and Management’s Fees and Remuneration

    1.  Fees and Remuneration in form of cash

a)  Director Fees

  Directors fees comprise meeting attendance allowances and a bonus as
  approved by the

  Shareholders, as set out in more detail in Item 10 of the 15
  principles of good governance.

  --------------- ----------- --------------- -------------- --------------
                  2005                        2006           

                  No. of      Total Amount    No. of         Total Amount
                  Directors   (Baht)          Directors      (Baht)

  Meeting         15          4,520,000       15             4,520,000
  Allowance                                                  

  Bonus                       15,000,000                     15,000,000

  Total                       19,520,000                     19,520,000
  --------------- ----------- --------------- -------------- --------------

  Remuneration paid excludes 2006 bonus reserved for payment upon
  shareholders’ meeting approval.

+---------------------+-----------+-----------+-----------+-----------+
|                     | Board of  | Audit     | 2005      | Total     |
|                     | Directors | Committee |           | Rem       |
|                     | Meeting   |           | Director  | uneration |
|                     | Allowance | Meeting   | Bonus     | (Baht)    |
|                     |           | Allowance |           |           |
+---------------------+-----------+-----------+-----------+-----------+
| Pol. Capt. Prasit   | 4         |           | 1,7       | 2,1       |
| Tantsetthi          | 80,000.00 |           | 14,285.70 | 94,285.70 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Cherdpan Bulsook | 3         |           | 1,2       | 1,6       |
|                     | 60,000.00 |           | 85,714.28 | 45,714.28 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Somchai Bulsook  | 4         |           | 1,7       | 2,1       |
|                     | 80,000.00 |           | 14,285.70 | 94,285.70 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Gautham          | 2         |           | 8         | 1,0       |
| Mukkavilli          | 40,000.00 |           | 57,142.86 | 97,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Jakkris Bulsook  | 2         |           | 8         | 1,0       |
|                     | 40,000.00 |           | 57,142.86 | 97,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.John William     | 2         |           | 8         | 1,0       |
| Hancock             | 40,000.00 |           | 57,142.86 | 97,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mrs. Kannikar       | 2         | 80,000.00 | 5         | 8         |
| Chalitaporn*        | 40,000.00 |           | 71,428.57 | 91,428.57 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Photipong Lamsam | 2         | 80,000.00 | 8         | 1,1       |
|                     | 40,000.00 |           | 57,142.86 | 77,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Prasong Sukhum   | 2         | 1         | 8         | 1,2       |
|                     | 40,000.00 | 60,000.00 | 57,142.86 | 57,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Rahul Bhatnagar  | 2         |           | 8         | 1,0       |
|                     | 40,000.00 |           | 57,142.86 | 97,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Ronald Stuart    | 2         |           | 8         | 1,0       |
| McEachern           | 40,000.00 |           | 57,142.86 | 97,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Surajit Wanglee  | 2         |           | 8         | 1,0       |
|                     | 40,000.00 |           | 57,142.86 | 97,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Surin            | 2         |           | 8         | 1,0       |
| Osathanugrah        | 40,000.00 |           | 57,142.86 | 97,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Thanit           |           |           | 2         | 2         |
| Bisalputra**        |           |           | 85,714.29 | 85,714.29 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.Timothy Edward   | 2         |           | 8         | 1,0       |
| Minges              | 40,000.00 |           | 57,142.86 | 97,142.86 |
+---------------------+-----------+-----------+-----------+-----------+
| Mr.William Ellwood  | 2         |           | 8         | 1,0       |
| Heinecke            | 40,000.00 |           | 57,142.86 | 97,142.86 |
+---------------------+-----------+-----------+-----------+-----------+

Detail of Director remuneration paid in 2006:

* Elected as director effective on May 12, 2005; 2005 bonus paid on
pro-rata basis

  ** Retired from directorship on April 28, 2005; 2005 bonus paid on
  pro-rata basis

b.  Executive remuneration and compensation

The President and Chief Executive Officer and 9 other executives are
remunerated as follows:

  -------------------- ------------ --------------- -------------- ---------------
                       2005                         2006           

                       No of        Total Amount    No of          Total Amount
                       Executives   (Baht)          Executives     (Baht)

  Salary               10           51,635,725.14                  57,236,114.03

  Provident Fund                    2,754,713.40                   3,011,327.11

  Remuneration/Bonus                17,424,250.00                  19,338,855.00

  Total                             71,814,688.54   10             79,586,296.14
  -------------------- ------------ --------------- -------------- ---------------

1.  Other Compensation

  a) The Employee Stock Ownership Program (ESOP) was created in 1997 and
  set aside 445,766 units of common shares for allotment to the
  Company’s executives. A total of 4 allotments of warrants were made
  under the program, as follows:

  1^(st) Allotment, 47,195 units

  2^(nd) Allotment, 73,335 units

  3^(rd) Allotment, 142,470 units

  4^(th) Allotment, 182,766 units

  On April 27, 2001, the shareholders’ meeting passed a resolution to
  approve the non-allocation and offering of warrants for the fifth year
  and approved the cancellation of the said unallocated warrants,
  totaling 54,234 shares and the reduction of the registered capital of
  the Company by canceling the ordinary shares which have not yet been
  issued, totaling 54,234 shares. This put an end to the program and the
  right to exercise warrants will end in April 2010. At the same
  meeting, the shareholders replaced the program with an Executive Stock
  Incentive Plan and increased in the registered capital by 350,000
  shares to be offered for sales to the executives under such new plan.

  b) The Executive Stock Incentive Plan (ESIP) sets aside 350,000
  ordinary shares with a par value of Baht 10 each to be offered for
  sale to the executives annually during 2001 to 2005. The number of
  shares which the executives are entitled to purchase depends on the
  Company’s performance over the 3 years prior to the determination
  date, as approved by the Board of Directors within the month of April
  each year starting from 2004 to 2008.

  The Shareholders passed resolutions to allocate the ordinary shares of
  the Company under the Executive Stock Incentive Plan to the executives
  at the shareholders’ meetings as follows:

  July 12, 2001 - Allotted 72,402 ordinary shares to 10 executives.

  April 25, 2002- Allotted 30,900 ordinary shares to 9 executives.

  April 24, 2003- Allotted 403,230 ordinary shares* to 9 executives.

  April 22, 2004 – Allotted 341,197 ordinary shares* to 10 executives.

  April 28, 2005 – Allotted 458,888 ordinary shares* to 10 executives.

  *number of shares after alteration of par value from Baht 10 to Baht 1

  Rights to purchase ordinary shares will be granted to the eligible
  executives upon vesting, 3 years after the grant date.

  On April 24, 2003 the shareholders resolved to change the par value of
  ordinary shares from Baht 10 to Baht 1 per share. This impacted the
  Employee Stock Ownership Program and The Executive Stock Incentive
  Plan as follows:

-   One warrant representing the right to buy common stock changed from
    1 share to 10 shares.

-   The exercise price of Baht 156 and Baht 129 changed to Baht 15.60
    and Baht 12.90 respectively.

-   The allotment of the Executive Stock Incentive Plan changed from
    every 1 share to every 10 shares, with share value changing from
    Baht 10 to Baht 1 each.

Details of the exercise of warrants under the Stock Ownership Program
are as follows (number of shares and share value as on the exercise
dates):

-   On July 2, 2002, five executives exercised their rights for a total
    of 74,718 ordinary shares at Baht 156and Baht 129 per share with
    total amount paid of Baht 10,745,082.

-   On January 2, 2003, two executives exercised their rights for a
    total of 50,911 ordinary shares at Baht 156 and Baht 129 per share
    with total amount paid of Baht 7,350,330.

-   On March 31, 2003, one executive exercised his right for a total of
    4,387 ordinary shares at Baht 156 and Baht 129 per share with total
    amount paid of Baht 583,905.

-   On June 30, 2003, eight executives exercised their rights for a
    total of 1,478,190 ordinary shares at Baht 15.60 and Baht 12.90 per
    share with total amount paid of Baht 22,017,915.

-   On September 30, 2003, four executives exercised their rights for a
    total of 61,400 ordinary shares at Baht 15.60 per share with total
    amount paid of Baht 957,840.

-   On December 31, 2003, two executives exercised their rights for a
    total of 209,740 ordinary shares at Baht 15.60 per share with total
    amount paid of Baht 3,271,944.

-   On June 30, 2004, eight executives exercised their rights for
    532,910 ordinary shares at Baht 15.60 and Baht 12.90 per share with
    total amount paid of Baht 7,504,152.

-   On June 30, 2005, five executives exercised their rights for 244,110
    ordinary shares at Baht 12.90 per share with total amount paid of
    Baht 3,149,019.

-   On September 30, 2005, two executives exercised their rights for
    33,490 ordinary shares at Baht 12.90 per share with total amount
    paid of Baht 432,021.

-   On December 31, 2005, one executive exercised his right for 22,140
    ordinary shares at Baht 12.90 per share with total amount paid of
    Baht 285,606.

Details of the exercise of right to purchase shares under the Executive
Stock Incentive Plan are as follows (number of shares and share value as
on the exercise dates):

-   On September 30, 2004, ten executives exercised their rights to
    purchase 637,816 ordinary shares at par value of Baht 1 per share
    with total amount paid of Baht 637,816.

-   On August 30, 2005, 9 executives exercised their rights to purchase
    289,440 ordinary shares at par value of Baht 1 per share with total
    amount paid of Baht 289,440.

-   On August 25, 2006, 9 executives exercised their rights to purchase
    364,921 ordinary shares at par value of Baht 1 per share with total
    amount paid of Baht 364,921.

  Share Holding Ratio

  Shares issued under the Employee Stock Ownership Program (ESOP) and
  the Executive Stock Incentive Plan (ESIP) represent 3 percent of total
  registered shares:

  Number of original common shares 260,000,000 shares

  Number of common shares with ESOP and ESIP 267,957,660 shares

b.  Executives Long-term Incentive Plan (Phantom Plan)

  The Board of Directors’ meeting No. 4/2006 held on June 13, 2006
  passed a resolution approving the establishment of a new long-term
  incentive program to the Company’s executives (Phantom Plan) replacing
  the Executive Stock Incentive Plan (ESIP) of which the final allotment
  for its 5^(th) year has completed in 2005. The new incentive program
  differs from the last 2 programs, ESOP and ESIP, as the incentive will
  be awarded to the executives in form of cash instead of warrants or
  rights to purchase the Company’s shares. The new incentive program is
  a 5 years program covering 2006 – 2010 giving each executive the
  non-transferable incentive units calculated as fixed percentage of
  salary divided by the conversion price. The conversion price derives
  from the multiplication of EPS at target growth by 10 times of the
  price earning ratio. Incentive payment will be made in form of cash
  payment to each executive 3 years after the granting date of the
  incentive units. The payment will equal to the number of incentive
  units multiplied by redemption price whereas redemption price is
  calculated from the 3 year average EPS multiplied by 10 times of the
  price earning ratio. First payment of incentives will be in 2009.

9.4 Corporate Governance

  The Company’s Board of Directors consists of 15 members elected by the
  resolution of the Shareholders’ meeting as governed by the Company’s
  Articles of Association. The Board of Directors appoints the Chairman
  of the Board and the President and Chief Executive Officer. The
  President and Chief Executive Officer is authorized to manage the
  Company’s business under usual business norms and direction from the
  Board of Directors. Eight directors from the Board are authorized
  Directors whose signatures, together with the Company seal, will
  legally bind the Company.

  A Board of Directors meeting is held once every 2 months. However, in
  order to resolve any urgent issues, a special meeting may be called as
  necessary. In 2006, there were total 7 meetings.

  The Board of Directors appoints an Audit Committee, a Compensation
  Committee and a Nominating and Corporate Governance Committee. The
  composition and responsibility of these committees is set out under
  Item 12 of the 15 Principles of Good Governance.

  The Board of Directors exercises its managerial role through the
  review of management reports made at Board of Directors meetings as to
  the Company’s operations and performance, compared to the operating
  plan and performance of the previous year. Moreover, Board’s approval
  or ratification is required for the implementation of important policy
  and projects, for example, projects involving substantial investment,
  transactions with related parties, etc.

  The Board of Directors is committed to achieving the Code of Best
  Practices for the Directors. Review and scrutiny of the Company
  management has been carried out regularly to ensure compliance with
  laws, the Company’s objectives and regulations, and the resolutions of
  the shareholders’ meeting, with due care for the Company benefits and
  responsibility to the shareholders.

  As required by the Securities Exchange Commission and Securities
  Exchange of Thailand that all listed companies disclose the compliance
  to the 15 principles of good governance, the Company summarizes the
  compliance status as follows:

  1. Policy on Corporate Governance: The Board of Directors Meeting has
  approved the Company’s Corporate Governance Policy as follows:

  The Board of Directors believes in the principles of good corporate
  governance and recognizes its importance in strengthening the trust of
  its shareholders, its stakeholders and the public at large, and
  increasing shareholder value. The Board of Directors is thus committed
  to compliance with corporate governance guidelines issued by the
  regulatory bodies that govern the operations of public companies, and
  to the implementation of such other standards that are appropriate to
  the proper conduct of the business of the company.

  2. Shareholders - Right and Equitable Treatment: The Company announces
  its operating results and important information to the Shareholders
  through the website of the Securities Exchange of Thailand. The
  Company has exercised due care in publishing the information according
  to the regulations set by the Securities Exchange of Thailand to
  ensure equal treatment for all Shareholders.

  Fourteen days prior to the Annual General Shareholders’ Meeting, the
  Company will send shareholders an invitation letter setting out the
  meeting agenda and including the supporting documents (via the Company
  Registrar), so as to provide Shareholders enough time to review
  detailed information. The invitation letter and other Annual General
  Shareholders’ Meeting materials will also be posted in the Company’s
  website. The Company also publishes the Shareholder invitation letter
  in a daily newspaper, both Thai and English, 3 days before the
  meeting.

  In 2006, Annual General Meeting of Shareholders was held on April 26,
  2006.

  3. Stakeholders’ Rights: The Company recognizes the Stakeholders’
  rights and the protection of their interests in the Company as per the
  following policies:

-   Shareholders: The Company acknowledges the responsibility to
    increase the shareholders’ benefit. With this objective, the
    business operations of the company have been conducted carefully and
    transparently in order to increase sales, profits and financial
    strength. The Company has also continuously improved its business
    processes to increase operating efficiency and cost control, which
    has resulted in better performance.

-   Employees: Employees’ ethics and discipline in business operation
    are strongly stressed, as they result in good reputation and image
    for both the Company and its employees. The Company provides a good
    working environment, equal opportunity and fair treatment to all
    employees, with no discrimination on the basis of sex, race or
    religion.

-   Customers, Suppliers and Competitors: The Company realizes the
    importance of customers and consumers’ rights to receive good
    quality products at a fair price, including product trial
    opportunity and benefits from sales promotion campaigns. The Company
    has a purchasing policy for suppliers to allow open bids, in order
    to get a fair deal based on good quality products and services at
    the reasonable price. The company is committed to the free trade
    market and fairness in competition according to the law.

  4. Shareholders’ Meetings: The Company allocates enough time at
  Shareholders’ meetings, for Shareholders to express their opinions and
  question the Chairman, Board members, and Board Committees on the
  Company operations.

  5. Leadership and Vision of the Board of Directors: The members of the
  Board of Directors are qualified and experienced individuals who have
  vision, exercise independence in making important decisions, and set
  up policies and directions for the benefit of the Company and
  shareholders.

  6. Conflicts of Interest: The Company believes in the need for
  independence of its directors and management, to prevent the conflict
  of interest, and to strictly comply with the direction and regulations
  of the Stock Exchange Commission – especially the conflict of interest
  of the connected person from the connected transaction or the conflict
  of interest of an employee from his responsible duty. The Company Code
  of Conduct for Directors provides that at a Board of Directors
  meeting, if any director has an interest in any item or agenda, that
  director will not be permitted to vote on that matter.

  7. Business Ethics: The Company emphasizes business ethics throughout
  its operations by providing quality products and services to its
  customers and consumers, cooperating with governmental agencies and
  ensuring its compliance to law and regulations. The Company Code of
  Conduct for Directors and the Employee’s Code of Conduct (for all
  employees at middle management level up to the senior executives)
  contain specific provisions in this respect.

  8. Balance of Power for Non-Executive Directors:

  Definition of “Independent director”:

  Independent director is the director elected by shareholders who

-   Holds shares not more than 5 percent of paid-up capital of the
    Company, affiliated company, associated company or related company,
    which shall be inclusive of the shares held by related persons;

-   Does not take part in the management, or being an employee, staff
    member or advisor who receives a regular salary, or having direct or
    indirect benefit or interest in finance and management of the
    Company, affiliated company, associated company or majority
    shareholder of the company;

-   Is not a related person or close relative of any management member
    or majority shareholder of the Company;

-   Is not appointed as a representative to safeguard interests of the
    Company’s directors, majority shareholders or shareholders who are
    related to the Company’s majority shareholders;

-   Is capable of performing duties, giving opinions as a director free
    and clear of the control of the management or the majority
    shareholders of the Company including related persons or close
    relatives of the said persons.

  The Company acknowledges the need to appoint outside and independent
  directors. The 15 member Board has 2 executive directors, 7
  non-executive directors (not independent) and 6 independent directors.

  9. Aggregation or Segregation of Duties: The Chairman of the Board of
  Directors is not the Chief Executive Officer, in order to clearly
  segregate duties in setting corporate policy and daily management.
  Approvals from the Board of Directors and or shareholders are required
  on major and material matters. The Company operating performance is
  reported to the Board of Directors Meetings, and the Board is able to
  review and question the operating performance and the management.

  10. Directors Fees and Management Remuneration: Directors’ fees are
  approved by the Shareholders. They are considered by the Board and
  proposed for Shareholders’ approval. Currently directors are paid on
  attendance fee for attending Board of Directors Meetings, with the fee
  of Baht 240,000 per annum. The Chairman of the Board and the President
  and Chief Executive Officer each receives 2 times that of other
  directors and the Vice Chairman of the Board receives 1.5 times that
  of other directors. Members of the Audit Committee receive meeting
  attendance fee of Baht 80,000 per annum. The Chairman of the Audit
  Committee receives 2 times the fee of other members. The members of
  the Compensation Committee and the members of the Nominating and
  Corporate Governance Committee receive no meeting fees. In addition,
  the Board of Directors received bonus of total Baht 15 million for
  2005 performance approved by shareholders which is allocated between
  directors according to proportion they receive for the Board of
  Directors’ Meeting attendance fees.

  The Management’s remuneration, both cash and non-cash (i.e. Stock
  Ownership Program or Executive Stock Incentive Plan) are recommended
  by the Compensation Committee for approval by the Board of Directors
  and/or the shareholders.

  11. Board of Directors’ meeting: The Board holds meetings once every
  two months, and has an extra meeting in March to review any necessary
  statutory issues, including the agenda for the Annual General
  Shareholders’ Meeting held in April of every year. Directors’ meetings
  are pre-scheduled with notices of meeting sent out to Directors at
  least 7 days prior to the meetings. There is enough time provided for
  discussion, and written minutes of the meetings approved by the Board
  of Directors are maintained for future verification. In 2006, there
  were 7 Board of Directors meetings, 4 Audit Committee meetings, 3
  Nominating and Corporate Governance Committee meetings, and 4
  Compensation Committee meetings, with the attendance of directors and
  members of committees as follows:

  The Attendance of Board of Directors Meetings and Sub-Committee
  Meetings for 2006

  ------------------------ ------------ ----------- -------------- -------------
                           Board of     Audit       Compensation   Nominating
                           Directors’   Committee   Committee      and Corporate
                           Meetings     Meetings    Meetings       Governance
                                                                   Committee
                                                                   Meetings

  Pol. Capt. Prasit        6/7                                     
  Tantsetthi*                                                      

  Mr.Cherdpan Bulsook      4/7                                     

  Mr.Somchai Bulsook       7/7                                     2/3

  Mr.Gautham Mukkavilli    7/7                      4/4            

  Mr.Jakkris Bulsook       5/7                                     

  Mr.John William Hancock* 5/7                                     3/3

  Mrs.Kannikar             4/7          4/4                        
  Chalitaporn*                                                     

  Mr.Photipong Lamsam*     5/7          4/4                        

  Mr.Prasong Sukhum*       3/7          4/4                        

  Mr.Rahul Bhatnagar**     6/7                                     

  Mr.Ronald Stuart         5/7                                     
  McEachern**                                                      

  Mr.Surajit Wanglee       5/7                                     

  Mr.Surin Osathanugrah    7/7                      4/4            

  Mr.Timothy Edward Minges 7/7                                     3/3

  Mr.William Ellwood       5/7                      4/4            
  Heinecke*                                                        
  ------------------------ ------------ ----------- -------------- -------------

  * Independent Directors

  ** Non-resident Directors

  12. Committees: The Board of Directors has set up following
  sub-committees to work in particular areas:

  Audit Committee The Audit Committee consists of three members as
  follows:

  Mr. Prasong Sukhum Chairman

  Mr. Photipong Lamsam

  Mrs. Kannikar Chalitaporn

  The Audit Committee is responsible for the review of the Company’s
  financial statement and internal control, including the compliance
  review on rules and regulation set by the Securities and Exchange
  Commission and Securities Exchange of Thailand, or related laws. The
  Audit Committee also considers and recommends the appointment of the
  Company’s auditors and the disclosure of related transactions to
  ensure their accuracy and correctness. The Audit Committee also
  prepares the Audit Committee Report to summarize the completion of the
  activities assigned by the Board of Directors.

  In 2006, there were 4 Audit Committee meetings to review and approve
  the Company’s quarterly and annual financial statements prior to the
  submission to the Stock Exchange of Thailand. The meetings also
  reviewed the audit points and corrective actions observed by the
  internal and external auditors on the Company’s internal control,
  making assessment on the adequacy of internal control process,
  appointing external auditors and fixing audit fee, and preparing Audit
  Committee report to the shareholders in the Company’s annual report.

  Nominating and Corporate Governance Committee The Nominating and
  Corporate Governance Committee consists of three members as follows:

  Mr. John William Hancock Chairman

  Mr. Timothy Edward Minges

  Mr. Somchai Bulsook

  The Nominating and Corporate Governance Committee is responsible for
  the selection of qualified and experienced individuals to propose to
  the Board of Directors and shareholders for election as Directors; to
  make proposals for evaluation of directors, and to develop and
  recommend to the Board appropriate actions to ensure good corporate
  governance.

  In 2006, the committee held 3 meetings to review many issues relating
  to corporate governance, including Company’s Corporate Governance
  Policy, Directors Code of Conduct, and Charter of Compensation
  Committee; reviewing the nature of connected transactions in order to
  avoid the conflict of interest of the executives and persons involved
  with policy set up; the qualification of independent directors; the
  policy for nominating directors and committee members; evaluating
  directors’ performance; preparation of the director’s manual;
  directors’ training with IOD; hiring of the Company secretary, and the
  disclosure of information on the Company’s website.

  Compensation Committee The Compensation Committee consists of three
  members as follows:

  Mr.William Ellwood Heinecke Chairman

  Mr.Gautham Mukkavilli

  Mr.Surin Osathanugrah

  The Compensation Committee is responsible for setting up the policy
  and compensation structure to ensure fairness to and motivation of its
  employees and management. The Compensation Committee considers the
  annual salary adjustment, bonus payment, and the allocation of
  securities to the Company’s executives and makes proposals to the
  Board of Directors and shareholders for approval.

  The meeting of the committee was held as necessary. In 2006, there
  were 4 meetings to review and approve the merit increase and bonus
  payment for the President and CEO; to consider and approve the new
  long-term incentive plan to the Company’s executives replacing the
  ESIP and propose to the Board of Directors for approval.

  13. Control System and Internal Audit: Audit of the Company operations
  is conducted by the internal audit team, who work closely with the
  system development team to implement policies and procedures for good
  internal control and effectiveness of the operations in all units. The
  audit findings together with audit recommendation are reported to the
  President and CEO after completion of audit, and reported to the Audit
  Committee on a quarterly basis.

  14. Directors’ Report: All directors are responsible for the
  preparation of a Company financial statement, and are required to
  certify that report individually in section 3 of Annual Report Form
  56-1 submitted to the Securities Exchange of Thailand, and for
  acknowledgement of shareholders and investors. In addition the
  Management (i.e. President and CEO, and Finance Director) also certify
  quarterly as to the correctness of the information in compliance with
  the rules and regulations of the Securities Exchange of Thailand.

  15. Relations with Investors: The Company reports its performance and
  important information to the Securities Exchange Commission and
  Securities Exchange of Thailand via the assigned media on a regular
  basis, and arranges meetings with individual investors by designated
  representatives of the Company.

9.5 Control on Internal Information

  The Company employs a strict policy on the use of internal information
  particularly the confidential information on the operations, business
  plans, and performance of the Company which, if released inaccurately
  or prematurely, would cause damage to the Company or shareholders.

  To restrict the release of the internal information and those related
  to the information technology, the Company has established a strict
  control on the use, the access, and the prevention for loss of
  information. Authorized personnel are equipped with passwords to
  operate and use information at different levels. For confidential
  information and information of which the release is prohibited by the
  Securities Exchange regulation, directors and management are obliged
  not to release or comment on those information outside the Company.

  Moreover the Company has, in the Employee’s Code of Conduct, stated
  that it would take disciplinary actions against the management and
  employees for the improper use of the information, including the use
  of information for their own benefit. In line with the Securities
  Exchange Commission regulations, Directors and management are required
  to file a report with the SEC to declare the status of their holding
  of the Company stocks every time they buy or sell such stocks, and are
  not to allow the doing of any act that impacts on the share
  transactions of the Company and its related company.

  In 2006, a review of internal control of the Company’s IT system was
  performed by the auditors from KPMG Phoomchai Audit Co., Ltd. which
  revealed no internal system or operating practice that would cause any
  major risks to the business.

9.6 Personnel

As at December 31, 2006, the total Company’s employees are registered at
9,388. Total employee cost amounts to Baht 1,929 mllion.

Number of personnel in each function:

  Production 1,778

General Administration 1,053

Fleet 539

Sales and Warehouses 6,018

There are no significant employee disputes.