11. Management 

11.1 Management Structure

The company comprises of

-   Board of Directors

-   Audit Committee

-   Management Team

There are 20 Board of Directors and management team members as on
31^(st) December 2002. Any two directors signing jointly with company’s
seal, is required in order to execute company documents

Duties & Responsibilities of Board of Directors

1.  To perform duties in accordance with the laws and objectives and
    Article of Association of the company as well as the resolutions of
    the shareholders meeting

2.  To be responsible for setting up the company’s policies, direct,
    monitor and supervise the management to implement the policies and
    to carry out the laid down objectives efficiently, effectively and
    in the interest of the company.

3.  To be responsible for appointing the Audit Committee and its scope
    of work

4.  To convene the meeting of shareholders and Board of Director from
    time to time

Appointment of Directors

1.  The appointment of director is made by a majority vote of the
    shareholder’s meeting in accordance with the following conditions
    and procedures

    a.  One shareholder shall have one vote for each share

    b.  Each shareholder shall exercise all the votes he/she has
        under (a) to appoint the nominated persons to be directors on a
        person by person basis, provided that he can not divide his vote
        to any person to any extent

    c.  The persons obtaining the most votes in descending order shall
        be elected as directors equal to the member of directors
        required or ought to be elected of there is a tie in the last to
        be elected and this exceeds the said member of directors. the
        presiding chairman will have the casting vote for election of
        last director.

2.  The company should have at least 5 directors. Not less than half of
    the directors shall have residence in the kingdom of Thailand

3.  Directors of the company are not appointed by the Nominating
    Committee

Audit Committee

The company’s board of directors’ have appointed the audit committee in
December 1999 consist of 3 independent directors as follow

1. Mr. R.K. Rathi : Chairman

2. Mr. Prakit Pradipasen : Member

3. Mr. Sachin Jitendra Mehta : Member

Duties & Responsibilities of Audit Committee

1.  Review that the company’s financial statements are correct and
    sufficient

2.  Review that the company have adequate and effective internal control
    and internal audit system

3.  Review that the company complies with the Securities and Exchange
    Acts, regulations of the SET, and any other relevant laws

4.  Consider, select and propose the company’s auditor and audit fee

5.  Consider that the company complies with all connected transaction
    disclosures or the conflict of interests disclosures

6.  Prepare a Audit Committee Report which must be disclosed in the
    company’s annual report and signed by the Chairman of the Audit
    Committee

7.  Take care of the matters as assigned by the Board of Directors and
    agreed upon by the Audit Committee

Duties & Responsibilities of the Management

-   The management team headed by President works under the supervision
    of Executive Director and is responsible for management of day to
    day operations of the company and have authority to appoint persons
    as needed and qualified as employees, assign duties and
    responsibilities for them, tasked with overseeing and accurately
    reporting on the financial reports of the company, ensuring the
    appropriateness and efficiency of the company’s internal control
    system, and designing employee regulations within such parameters.

Organization Chart

11.2 List of Directors / Shareholders

Please see annexure 1

11.3 Senior Executives :

Names/Position Age Qualifications

1. Mr.M.C.Bagrodia / 65 Chemical Engineer

Executive Director

2. Mr.S. Srinivasan/ 51 -Bachelor Degree in

President Mechanical, Engineering

- Master Degree in

 Business Administration 

3. Mr.T.K.Chatterjee/ 56 Bachelor Degree in

Joint President (Marketing) Chemical Engineering

Diploma in Business Management

4. Mr. Bipul Sinha 48 B.Tech (Chem), M.A.I. Ch.E (USA)

Vice President (Production)

5. Mr.P.K.Sipani/ 39 B. Com (Hons.),

Vice President (Commercial) Chartered Accountant 6. Mr.H.S.Vyas/ 46 B.E
(Inst. & Control)

Vice President (Engineering)

7. Mr. Atul Badwe 39 B.E. (Industrial & Production)

Assistant Vice President (Marketing) Master Degree in

Business Administration

8. Mr. Pawan Jain 39 B.Sc., Chartered Accountant,

Assistant Vice Present (Commercial) Masters Degree in Business

  Administration

The total number of TCB employee (As on 31 December 2002) is 279 persons

11.4 Remuneration of Directors and Management

Cash Benefits

a) Total Directors’ Remuneration (meeting fees) Baht 144,250-

b) Total Executives’ Remuneration (Top 5 Executives) Baht 14,782,738-

(Remuneration includes salary, allowances and bonus)

Other Benefits (if any)

-None-

11.5 Personnel

Total no of employees as on 31.12.2002

Managerial level employees 65

Technicians/ supervisors 131

General category employees 83

Total 279

-   These has been no significant change in no. of employees during the
    year 2002

-   Total remuneration and benefits to all employees for the year 2002
    is Baht 171 million for salary wages, bonus, over time, medical
    expenses, social security welfare etc.

-   The company gives very high importance to the development of all the
    employees and prepares a detailed training plan for each employee
    for the full year and the same is monitored closely by Training
    Department and the department managers. The company organizes
    training of employees both by internal & external faculties and also
    send employees to various Institutes /Associations both in Thailand
    and aboard. The company provides training on safety, environment
    control, functional topics, general management and leadership etc.

11.6 Compliance of the principles of Good Corporate Governance

1.  Policy on corporate governance (principle 1)

  The Board of Directors have well recognized the importance of Good
  Corporate Governance and adopted a policy to ensure that all corporate
  business is conducted in accordance with high standards of Corporate
  Governance with legally and ethically accepted corporate practices

The company places the highest importance on good corporate governance
system that are both transparent and equitable to all stakeholders. To
comply with the good corporate governance system the Board assigned
these fundamental responsibilities to The Executive Directors, President
and other senior executives and to the Audit Committee with clear job
responsibilities and the Management and Audit Committee is informing to
the Board about such compliances. The Board takes full responsibility in
relation to operations of the company and to ensure smooth coordination
between the Management, Board and various stakeholders. The Board is
also reporting the compliance on corporate governance in Annual Report
and Annual Registration Statement (56-1)

2.  Shareholders (principle 2&4)

  The Board and Management feels that the shareholders be treated and
  receive information concerning the company equally and the controlling
  shareholders should give due consideration to the interest of minority
  shareholders. The minority shareholders should not unnecessarily
  restrain the corporate action. The majority of resident directors and
  chairperson of the committee will try their best to attend the
  shareholders meeting.

  The Board and the management always conducts the shareholder’s meeting
  in just and equitable manner by giving equal opportunity to all the
  shareholders groups including minority shareholders and encourages
  shareholders to participate in the meeting and the senior management
  talks personally with small shareholders to know their views.

  The 8^(th) ordinary general meeting of shareholders was chaired by Mr.
  Prakit Pradipasen, who is an independent director, member of Audit
  Committee, Chairman of the listed company association and he is also
  the member of committee on Corporate Governance Development set up by
  SET. Many of the resident directors, executive director, all the
  senior management, various group of shareholders, representative of
  company’s auditors and lawyers attended the company’s 8^(th) ordinary
  general meeting of shareholders.

3.  Various groups of stakeholders (principle 3)

  The Board realizes the importance of various stakeholders group like
  customers, management and employees, suppliers, shareholders,
  statutory auditors, the state , Community, trade union, creditors etc
  in the company’s business and its growth.

  The senior management of the company regularly meets various
  stakeholder groups to understand their views and needs and ensures
  that the recommendations of various groups are given due importance
  and implemented in the best interest o the company

  The company regularly meets its, customers, conducts annual customer
  satisfaction surveys, arranges customer visits to company, organize
  vendor conferences, meet various government agencies, participate in
  community development projects etc to meets requirements of various
  stakeholders groups.

  The company takes active participation in various social & community
  development projects like scholarship programs, blood donation,
  support during flood, adopt village, support the community programs at
  temples etc.

  The company’s believes that its employees are the most important and
  valuable assets of the company and strongly encourages the employee to
  participate in various developmental activities like Quality Control
  Circles (QCC), “KAIZEN” Suggestion System (KSS), Total Productive
  Maintenance implementation (TPM), Quality of Life Club, morning
  meetings, cross functional performance team and also prepares a
  detailed and intensive training program for each employee to
  continuously improve their performance and develop multi-skills. The
  company also conduct Organizational Health Survey (OHS) to take into
  confidence the views of managerial level employees & supervisory.

  The company also have excellent relationship with all its creditors,
  bankers, financial institutions etc.

4.  Leadership & Vision (principle 5)

  The Board gives top priority in discharging its role through providing
  leadership, vision, developing policy and strategy, advising, guiding
  and monitoring the performance of the management of the company
  regularly

  The management of the company performs under the leadership of
  Executive Director who is supported by President of the company and
  other senior executives and the Executive Director reports to the
  Board on all the important matters.

  The Board of Directors have clear roles and responsibilities and do
  not manage the day to day operations of the company which is the
  responsibility of management.

  The company have clearly stated Vision & Mission as mentioned below

  Vision : “To become a leading Thai company and world class
  organization in the carbon black industry through continuous
  improvement of its people. Process, products and services to delight
  customer and stakeholders”

  Mission: “1. Adopt & match best practices of the top Thai companies

  2. To add value to customers by continuously improving product &
  services to meet & exceed their needs, by benchmarking the top world
  carbon black manufacturers.

3. To add value to society and state through employment export and by
practicing friendly environment.

  4.To continuously harness human resources & develop their potential
  for organizational & self development.

5.  Conflict of interest (principle 6)

The Board have the policy that conflict of interest should be avoided
and determines on case by case basis whether such conflict exists and
take appropriate steps to deal with such matters carefully and ethically
with transparency, in the best interest of the company and all such
matters are properly disclosed. The company also discloses full details
of transaction with related parties in annual report and annual
registration statement (Form 56-1)

6.  Business Ethics (principle 7)

  The Board recognizes the importance of code of conduct and
  professional business ethics of all the senior management and officers
  of the company in conducting the business and various transactions.

  The company’s management has prepared a detailed code of conduct for
  all the offices of the company to use as a guideline in performing
  their jobs and duties and all the offices of the company have signed
  such code of conduct to ensure that the same is implemented in
  company’s day to day business activities and Executive Director and
  Senior Management monitors the compliance of the same.

7.  The Board of Directors, Structure, Roles and Responsibilities and
    Independence (principle 8,9,11& 14)

  The Board of Directors of the company is fully aware of its roles and
  responsibilities, independence in functioning, its structure, balance
  of power amongst the Directors, conducting its meeting and reporting ,
  preparation of Financial Statements, internal control system,
  overseeing the company’s performance and to ensure smooth coordination
  between management and various stakeholders group.

  The Board is having 12 directors, consisting of 1 Executive Director,
  8 independent directors and 3 non executive directors. The company
  should have minimum 5 directors as per Article of Association and the
  directors should be appointed in the shareholder’s meeting. One third
  of the total directors retires by rotation every year and being
  eligible can be reappointed. The Executive director is the head of
  management team supported by President and Senior executives and he
  reports to the Board for all the important activities of the company.

  The Board is headed by chairman and the roles and responsibilities of
  the chairman are independent and different from that of President.

  The Board conducts its meeting at least once every three months and
  the meeting are scheduled in advance with agenda circulated to all the
  directors at least 7 days in advance.

  During the meeting, the chairman of the meeting encourages prudent
  consideration and allocate appropriate time for the management to
  present adequate issue and enough data for the directors to broadly
  discuss important matters. The management of the company provides
  enough data and information to the board for discussion and explain in
  details all the matters which board discusses. All the member of the
  Board are encouraged to participate actively.

  The Board is responsible for all the important functions of the
  company like preparation of financial statements, formulation of
  business plan and policies, internal control systems, review of
  company’s performance, coordination between various stakeholders
  groups, risk management, legal compliance etc

  The Board has delegated certain functions like review and approval of
  financial statements, internal control systems, risk management, legal
  compliance etc to Audit Committee and day to day operations of the
  company to Executive Director and President of the company.

  The Board meetings are regularly attended by most of the resident
  directors and some overseas directors. The attendance of each director
  will be disclosed in the Annual Report.

  The Board fully recognizes its responsibility towards financial
  statements and financial reporting contained in the Annual Report. The
  Board is separately giving its report on financial statement and code
  of best practices.

8.  Remuneration for Directors and Management (principle 10)

  The Management fully understands that the remuneration of President
  and Senior Executives in salary, bonus and benefits should corresponds
  with the performance of the company as well as that of each executive.

  The Board has left the matter to Executive Director and the
  President’s discretion to conduct, review and evaluate annually the
  determination of salary and executive bonus of all executives which is
  based on individual performance. The Board has assigned Executive
  Director to evaluate the performance of the President.

  The Executive director of the company is also looking after operations
  of other companies and businesses and does not draw any salary from
  the company except Director’s meeting fee and reimbursement of
  traveling expense relating to the company’s work.

  The Board is proposing to increase the Directors meeting fee, which
  will be comparable within the industry. The amount of fee paid to
  directors will be separately disclosed in the Annual report.

  The Board is also proposing to pay the meeting fee to Audit Committee
  members for the time & efforts devoted by them for performance of
  there duties.

9.  The Audit Committee, internal control systems and risk management
    (principle 12&13)

  The Board has appointed Audit Committee as per the regulation of the
  Stock Exchange of Thailand (SET) comprising of 3 independent and non
  executive directors whose roles & responsibilities have been defined
  by the Board and the Audit Committee reports to the Board of
  Directors.

  The main responsibilities of Audit Committee included review and
  approval of financial statements, effectiveness of internal control
  and internal audit activities, risk management, legal compliances,
  recommend appointment of external auditor, report to shareholders etc.
  together with other responsibilities as assigned by Board from time to
  time and as stipulated by the SET. The Audit Committee can access and
  have meeting with the external and internal auditors without the
  presence of management.

  The Audit Committee conducts its meeting at least once in 3 months and
  present its activities by way of minutes of meeting to the Board every
  quarter. During the year the committee held 4 meetings.

  The company has recently set up internal audit team consist of 2 staff
  and they will present the report of internal audit activities to the
  Audit Committee.

  The Board gives full importance to the internal control system and
  during the year 2002 engaged a team of Ernst & Young to assess the
  effectiveness of the internal control system of the company and to
  give suggestions to improve the same. The report of the Ernst & Young
  team has been discussed in details by the Audit Committee.

10. Relations with the investors (principle 15)

  The company accord top priority to the relations with investors, stock
  analysts and to help develop knowledge and ability of company
  personnel to make presentation and communicate and to ensure that
  company discloses important information correctly, timely and
  transparently.

The company’s senior executives regularly meets with SET officials,
corporate governance center of SET, institutions and individual
investors, stock analysts, representatives of securities and brokerage
firms, shareholder groups, press, various government agencies etc. to
inform about company’s performance and various activities of the company
to keep their fully informed.

11.7 Report on Best Practices 

On Corporate Governance

Please refer to detailed note on compliance of corporate governance
practices mentioned separately in the report

On Financial Reporting Responsibility

Please see report of the Board’s responsibility on Financial Statements
mentioned separately in the report

On use of inside information control

It is the company’s policy to oversee managers’ appropriate and
beneficial use of internal information in the following manner. The
company

-   inform managers of their responsibility to accurately report on the
    activities of the company’s stocks in accordance with the Securities
    and Exchange Act B.E. 2535 as well as the notifications of the Stock
    Exchange of Thailand (SET)

-   Requires the managers to report on any change in stock holding in
    accordance with Section 59 of the Securities and Exchange Act B.E.
    2525, and

-   Notifying managers that those possessing inside information should
    not buy or sell the company’s stocks in the month prior the public
    disclosure of the financial statement.

On Internal Control

After discussions with the management, auditors and Audit Committee, the
Board of Directors evaluated that the company’s overall management of
internal control system is adequate, particularly in management
operational system, communication and information system and the
monitoring system of business transaction with major shareholders,
directors and / or other such relevant person. With respect to the
management of internal affairs in other areas, the Board of Directors
agreed that the company has successfully conducted their activities
accordingly. The Board acknowledges that the company has issued
corporate principles and code of conduct in 1998 across the group
companies, which specifies the rules, regulations and enforcement
mechanism to deal with deviations and help the company enforce this code
effectively.

On Environment maintenance

The company’s management has realized the significance of environmental
maintenance. The company has proceeded the policy for the efficient use
of energy and natural resources, to protect and reduce the affect on
environment strictly. Since the company has been approved in
environmental management system, ISO 14001 in 1997.

The company places highest importance on protection of the environment
and have invested substantially in the equipments for chemical wastes
water and treatment systems and also on training of employees and the
management system on environmental protection. The company has been
strictly practicing the business under the environment regulations and
able to maintain a good environment and living happily with the
community.

Social Contributions

The company has fully committed itself in operating its business with
due regard to its responsibility to the society and has been more than
active to its duties as a responsible corporate citizen. During the year
the company has undertaken numerous community welfare and development
activities and some of these are

1.  Provided education scholarships to students

2.  Contributed food and medicine to the flood victims at various
    villages in Angthong Province.

3.  Organized English Courses for employee’s children at Company’s
    Training Center.

4.  Provided food to the orphans at Wat Both Woradit, Pamoke, Angthong

5.  Donated learning equipments to Singburi Vocational School.

6.  Sponsored schools sports tournaments like football and basketball
    etc.

7.  Blood donation through Red – Cross of Angthong Province.

8.  Providing drinking water, filter and storage tanks to the
    neighboring villages

9.  Participated in White factory campaign - Anti Drug.