8. The Management

8.1 Management Structure

  Board Composition

The Board of Directors as at December 31, 2009 consisted of following
Directors:

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

Mr. Cherdpan Bulsook Director and Vice-Chairman of the Board

Mr. Somchai Bulsook Director, President & CEO, Member of Nominating and

  Corporate Governance Committee

Mr. Jakkris Bulsook Director and Executive Director

Mr. John William Hancock Independent Director and Chairman of Nominating
and

Corporate Governance Committee

Mr. Manu Anand Director, a Member of Compensation Committee, Member of

  Nominating and Corporate Governance Committee

  Mr. Photipong Lamsam Independent Director, Member of Audit Committee

  Mr. Prasong Sukhum Independent Director, Chairman of Audit Committee

  Mr. Ronald Stuart McEachern Independent Directo, Member of Nominating
  and Corporate

  Government Committee

Mr. Stefano Sartoretti Director

  Prof. Khunying Suchada Kiranandana Independent Director, Member of
  Audit Committee

  Mr. Surajit Wanglee Director

Mr. Surin Osathanugrah Director, Member of Compensation Committee

Mr. William Ellwood Heinecke Independent Director, Chairman of
Compensation Committee

  Mr. Tanmaya Vats Director

Ms. Puangpaka Amnartphunsuk Corporate Secretary

Names and Number of Authorized Directors

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

  Pol. Capt. Prasit Tantsetthi, Mr. Cherdpan Bulsook, Mr. Somchai
  Bulsook, Mr. Jakkris Bulsook, Mr. Manu Anand, Mr. Ronald Stuart
  McEachern, and Mr. Surin Osathanugrah.

Executives

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

         Mr. Somchai Bulsook      President and Chief Executive Officer  

         Mr. Jakkris Bulsook¹     Executive Director                     

         Mr. Arthakrit            Human Resources Director               
         Visudtibhan                                                     

         Mr. Parinya Permpanich   Marketing and Sales Operation Director 

         Mr. Somnuek Suvanich     Technical Director                     

         Mr. Vipak                Finance Director                       
         Vetvitayavatana²                                                

         Mr. Dhitivute Bulsook    General Plant Manager, Pathumthani     

         Mr. Sin Kusri            General Plant Manager, Nakornsawan     

         Mr. Kwanchai             General Plant Manager,                 
         Mahapornprachak          Nakornratchasima                       

         Mrs. Darunee             Assistant to the Finance Director      
         Yindeepholcharoen                                               
  ------ ------------------------ -------------------------------------- --

  1 Retired from Executive Director in January 2010.

  2 Retired from Finance Director in January 2010.

8.2 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. These are then considered by the shareholders and
  elected 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/she 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 requirements 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 the
    deciding 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 have 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-fourths of
  the votes of the remaining directors.

3.  Directors and Management’s Fees and Remuneration

  8.3.1 Fees and Remuneration in the form of cash

a)  Directors Fees

  Directors remuneration comprises an annual fee, meeting allowance, and
  a bonus as approved by the Shareholders, as set out in more detail in
  Item 10 of the 15 principles of good governance.

  --------------- ----------- --------------- -------------- ---------------
                  2008                        2009           

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

  Annual Fee      19*         5,461,530.05    19*            4,990,000,00

  Bonus                       12,000,000.00                  6,000,000.00

  Total                       17,461,530.05                  10,990,000.00
  --------------- ----------- --------------- -------------- ---------------

  Remuneration paid excludes 2009 bonus reserved for payment upon
  shareholders’ meeting approval.

* Including 4 directors resigned during the year

Detail of Director’s remuneration paid in 2009:

+----------------------+--------------------------+---------+---------+
|                      | Remuneration             | Amount  | Total   |
|                      |                          |         | Amount  |
+----------------------+--------------------------+---------+---------+
| Pol Capt. Prasit     | -   Director fee         | 240     |         |
| Tantsetthi           |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting allowance    | 240     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 699     | 1,179   |
|                      |                          | ,697.32 | ,697.32 |
+----------------------+--------------------------+---------+---------+
| Mr. Cherdpan Bulsook | -   Director fee         | 180     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting allowance    | 90      |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 524     | 794     |
|                      |                          | ,772.98 | ,772.98 |
+----------------------+--------------------------+---------+---------+
| Mr. Somchai Bulsook  | -   Director fee         | 240     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting allowance    | 240     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 70      |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Nominating &         |         |         |
|                      |     Corporate Governance |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 699     | 1,249   |
|                      |                          | ,697.32 | ,697.32 |
+----------------------+--------------------------+---------+---------+
| Mr.Gautham           | -   2008 Director bonus  | 1       | 1       |
| Mukkavilli ¹         |                          | ,911.74 | ,911.74 |
+----------------------+--------------------------+---------+---------+
| Mr.Jakkris Bulsook   | -   Director fee         | 120     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 120     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 349     | 589     |
|                      |                          | ,848.65 | ,848.65 |
+----------------------+--------------------------+---------+---------+
| Mr. John William     | -   Director fee         | 120     |         |
| Hancock              |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 80      |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 130     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Nominating and       |         |         |
|                      |     Corporate Governance |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 349     | 679     |
|                      |                          | ,848.65 | ,848.65 |
+----------------------+--------------------------+---------+---------+
| Mr. Joseph Georges   | -   Director fee         | 20      |         |
| Zakaria ²            |                          | ,384.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 40      |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 282     | 343     |
|                      |                          | ,937.71 | ,321.71 |
+----------------------+--------------------------+---------+---------+
| Mr. Manu Anand       | -   Director fee         | 120     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 120     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 70      |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Nominating and       |         |         |
|                      |     Corporate Governance |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 70      |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Compensation         |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 316     | 696     |
|                      |                          | ,393.18 | ,393.18 |
+----------------------+--------------------------+---------+---------+
| Mr. Photipong Lamsam | -   Director fee         | 120     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 120     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 180     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |                          |         |         |
|                      | Audit Committee          |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 349     | 769     |
|                      |                          | ,848.65 | ,848.65 |
+----------------------+--------------------------+---------+---------+
| Mr. Prasong Sukhum   | -   Director fee         | 120     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 60      |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 210     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Audit Committee      |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 349     | 739     |
|                      |                          | ,848.65 | ,848.65 |
+----------------------+--------------------------+---------+---------+
| Mr. Rahul Bhatnagar  | -   2008 Director bonus  | 38      | 38      |
| ³                    |                          | ,234.83 | ,234.83 |
+----------------------+--------------------------+---------+---------+
|                      |                          |         |         |
+----------------------+--------------------------+---------+---------+
|                      |                          |         |         |
+----------------------+--------------------------+---------+---------+
| Mr. Ronald Stuart    | -   Director fee         | 120     |         |
| McEachern            |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting allowance    | 100     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 70      |         |
|                      |     meeting allowance    | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 349     | 639     |
|                      |                          | ,848.65 | ,848.65 |
+----------------------+--------------------------+---------+---------+
| Mr. Stefano          | -   Director fee         | 120     |         |
| Sartoretti           |                          | ,000,00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 100     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 282     | 502     |
|                      |                          | ,937.71 | ,937.71 |
+----------------------+--------------------------+---------+---------+
| Prof. Khunying       | -   Director fee         | 120     |         |
| Suchada Kiranandana  |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 100     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 180     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Audit Committee      |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 316     | 716     |
|                      |                          | ,393.18 | ,393.18 |
+----------------------+--------------------------+---------+---------+
| Mr. Surajit Wanglee  | -   Director fee         | 120     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 349     | 469     |
|                      |                          | ,848.65 | ,848.65 |
+----------------------+--------------------------+---------+---------+
| Mr. Surin            | -   Director fee         | 120     |         |
| Osathanugrah         |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 120     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 70      |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Compensation         |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 349     | 659     |
|                      |                          | ,848.65 | ,848.65 |
+----------------------+--------------------------+---------+---------+
| Mr. Timothy Edward   | -   2008 Director bonus  | 38      | 38      |
| Minges ³             |                          | ,234.83 | ,234.83 |
+----------------------+--------------------------+---------+---------+
| Mr. William Ellwood  | -   Director fee         | 120     |         |
| Heinecke             |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 10      |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 130     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Compensation         |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2008 Director bonus  | 349     | 699     |
|                      |                          | ,848.65 | ,848.65 |
+----------------------+--------------------------+---------+---------+
| Mr. Tanmaya Vats⁴    | -   Director fee         | 99      |         |
|                      |                          | ,616.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Meeting Allowance    | 80      | 179     |
|                      |                          | ,000.00 | ,616.00 |
+----------------------+--------------------------+---------+---------+
|                      | Total Director           | 10,990  | 10,990  |
|                      | Compensation paid in     | ,000.00 | ,000.00 |
|                      | 2009                     |         |         |
+----------------------+--------------------------+---------+---------+

  ¹Resigned from directorship on January 2, 2008

²Resigned from directorship on March 4, 2009

  ³Resigned from the directorship on February 10, 2008

⁴ Appointed as director on March 4, 2009

b.  Executive remuneration and compensation

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

  -------------------- ------------ --------------- ------------ ---------------
                       2008                         2009         

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

  Salary               11           65,639,706.87   10           62,143,998.51

  Provident Fund                    3,559,906.60                 3,373,872.00

  Remuneration/Bonus                16,885,970.00                9,780,391.00

  Total                             86,085,583.47                75,298,261.51
  -------------------- ------------ --------------- ------------ ---------------

2.  Other Compensation

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 was completed in 2005. The new incentive program
  is a 5 year program covering 2006 – 2010 giving each executive the
  non-transferable incentive units calculated as a fixed percentage of
  salary divided by the conversion price. The conversion price is set at
  the earnings per share of the year prior to the grant date multiplied
  by approved target growth and a tenfold price earnings ratio. The
  incentive payment will be made in the form of cash payment to each
  executive 3 years after the granting date of the incentive units. The
  payment will equal the number of incentive units multiplied by the
  redemption price whereas the redemption price is calculated from the 3
  year average EPS multiplied by 10 times of the price earnings ratio.
  The first payment of incentives was paid in 2009 and the second
  payment will be paid in 2010.

8.4 Corporate Governance

  The Company’s Board of Directors consists of 15 members elected by the
  resolution of the Shareholders’ meeting as mandated 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 the direction from
  the Board of Directors. Seven 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 2009, there were total 6 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, the Board’s
  approval or ratification is required for the implementation of
  important policies and projects, for example, projects involving
  substantial investment, transactions with related parties, etc.

  The Board of Directors is committed to adhering to 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’s benefits
  and responsibility to the shareholders.

  As required by the Securities Exchange Commission and Stock Exchange
  of Thailand that all listed companies disclose their compliance with
  the 15 principles of good governance, the Company summarizes its
  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 – Rights and Equitable Treatment: The Company
    encourages shareholders to exercise their legal rights, such as
    rights to receive their share of profits in the form of dividends,
    rights to freely transfer the Company’s stock, rights to access the
    Company’s news and information, rights to attend and vote in the
    shareholders’ meetings. To ensure shareholders’ access to updated
    news and information, the Company announces its operating results
    and important information to the shareholders the Securities
    Exchange of Thailand and on the Company’s website. For each
    shareholders’ meeting, the Company will send shareholders an
    invitation letter at least fourteen days before the meeting, setting
    out the meeting agenda and including the supporting documents (via
    the Company Registrar), so as to provide Shareholders enough time to
    review the detailed information. The invitation letter and other
    Annual General Shareholders’ Meeting materials will also be posted
    on 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 2009, Annual General Meeting of Shareholders was held on April 21,
  2009.

  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 and provide sufficient
    information on the Company’s operations and performance to all
    shareholders. 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 the operation of the
    business are strongly stressed, as they result in a 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: The Company realizes the importance of customers and
    consumers’ rights to receive good quality products at a fair price,
    including product trial opportunities and the benefits from sales
    promotion campaigns. The Company has established an active system to
    receive customer complaints regarding products and services,
    providing quick responses and corrective actions.

-   Suppliers, Business Partners, and Competitors: The Company has a
    purchasing policy for suppliers to allow open bids, in order to
    ensure a fair deal based on good quality products and services at a
    reasonable price. The Company is committed to free trade and fair
    competition according to the law.

-   Community: The Company is highly cognizant of its social
    responsibility with activities contributing to the wellness of
    society, such as the Song Bulsook Foundation’s scholarships to
    students, projects to promote health through sports among youth,
    ongoing work in the areas of environmental protection and
    sustainability, and donations to victims of floods and other natural
    disasters.

    -   Environmental Protection: The Company actively participates in
        environmental protection and energy saving programs to prevent
        air and water pollution and conserve energy. The Company runs an
        effective waste control system which purifies waste water for
        reuse in production. With close coordination from various
        governmental units, the Company runs an effective people
        development program, providing its staff with proper training,
        and retaining these skilled and knowledgeable individuals to
        enhance its success in terms of its environmental protection
        plan. The Company also provides opportunities to university
        students and the media to participate in site visits and
        witnessing its multiple environmental and natural resource
        protection projects. In 2009, the Company’s two plants in
        Pathumthani and Nakhon Sawan, both of which are located on the
        banks of the Chao Phraya River, were granted the “Rak Mae, Rak
        Maenam” award from the Ministry of Industry in recognition of
        their excellence in Chao Phraya River conservation and
        rehabilitation in honor of Her Majesty Queen Sirikit. The
        Company is also a founding member of the Thailand Institute of
        Packaging Management for Sustainable Environment (TIPMSE), which
        has been established to reduce and control waste from product
        packaging. The Company also emphasizes enhancing its employees’
        awareness about environmental protection and energy conservation
        both in their work and in their daily lives.

  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 about the
  Company’s 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 the
  independence of its directors and management, to prevent any conflict
  of interest, and to strictly comply with the direction and regulations
  of the Securities and Exchange Commission – especially, conflict of
  interest regarding connected persons from connected transactions 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, a director who has an interest in any item on the
  agenda is not permitted to attend the meeting during the discussion of
  such matter and is not entitled to vote.

  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 with laws and regulations. The Company Code of
  Conduct for Directors and the Employee’s Code of Conduct (for all
  employees from middle management up to senior executives) contain
  specific provisions in this respect.

  8. Balance of Power for Non-Executive Directors:

  Definition of “Independent Director”:

  An Independent Director is the director elected by shareholders who:

-   Holds shares of not more than 1 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 the 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 Board of Directors as at December 31, 2009 consisted of
  2 executive directors, 6 non-executive directors (not independent) and
  7 independent directors.

  9. Aggregation or Segregation of Duties: The positions of Chairman of
  the Board of Directors and the Chief Executive Officer are held by
  different persons, in order to clearly segregate duties in setting
  corporate policy and daily management. Approval from the Board of
  Directors and/or shareholders is required on major and material
  matters. The Company operating performance is reported at the Board of
  Directors Meetings, and the Board is able to review and ask questions
  about operating performance and the management.

  10. Directors Fees and Management Remuneration: Directors’
  remuneration consists of directors’ fees and directors’ bonuses, as
  approved by the shareholders in the Annual General Meeting No. 1/2009
  held on April 21, 2009. The Chairman of the Board and the President
  and Chief Executive Officer each receives an annual fee of Baht
  240,000 and a meeting allowance of Baht 40,000/meeting, the Vice
  Chairman of the Board receives an annual fee of Baht 180,000 and a
  meeting allowance of 30,000/meeting, and other directors each receive
  an annual fee of Baht 120,000 and a meeting allowance of
  20,000/meeting. In addition, the Board of Directors received a total
  bonus of Baht 6 million for 2008 performance, which was allocated
  between directors in proportion to their annual director’s fees.

  Sub-committees’ remuneration was approved by the shareholders in the
  Annual General Meeting No. 1/2008 held on April 29, 2008 as follows:

  The Audit Committee – The Chairman of the Audit Committee receives a
  Baht 160,000 annual fee and meeting allowance of Baht 50,000 per
  meeting. Members of the Audit Committee each receive a Baht 80,000
  annual fee and meeting allowance of Baht 25,000 per meeting.

  The Compensation Committee – The Chairman of the Compensation
  Committee receives a Baht 80,000 annual fee and meeting allowance of
  Baht 25,000 per meeting. Members of the Compensation Committee each
  receive a Baht 40,000 annual fee and meeting allowance of Baht 15,000
  per meeting.

  The Nominating and Corporate Governance Committee – The Chairman of
  the Nominating and Corporate Governance Committee receives a Baht
  80,000 annual fee and meeting allowance of Baht 25,000 per meeting.
  Members of the Nominating and Corporate Governance Committee each
  receive a Baht 40,000 annual fee and meeting allowance of Baht 15,000
  per meeting.

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

  11. Board of Directors’ and Board Committee Meetings: 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 the meeting sent
  out to Directors at least 7 days prior to the meetings. There is
  enough time provided for discussion. Questions raised by the directors
  are explained and clarified by the responsible executives. The written
  minutes of the meetings as approved by the Board of Directors are
  maintained for future verification. In 2009, there were 6 Board of
  Directors meetings.

  Other sub-committee meetings are held as appropriate. In 2009 there
  were 4 Audit Committee meetings, 2 Compensation Committee meetings,
  and 2 Nominating and Corporate Governance Committee meetings, with the
  attendance of directors and members of committees as follows:

The Attendance of Board of Directors Meetings and Sub-Committee Meetings
in 2009:

  ------------------------- ------------ ----------- -------------- ------------ ---------------
                            Board of     Audit       Compensation   Nominating   Annaul General
                            Directors’   Committee   Committee      and          Shareholders’
                            Meetings     Meetings    Meetings       Corporate    Meeting
                                                                    Governance   
                                                                    Committee    
                                                                    Meetings     

  Pol. Capt. Prasit         6/6                                                  1/1
  Tantsetthi ¹                                                                   

  Mr. Cherdpan Bulsook      3/6                                                  0/1

  Mr. Somchai Bulsook       6/6                                     2/2          1/1

  Mr. Jakkris Bulsook       6/6                                                  1/1

  Mr. John William Hancock  4/6                                     2/2          1/1
  ¹                                                                              

  Mr. Joseph Gorge Zakaria  2/2                                                  0/0
  ^(2,3)                                                                         

  Mr. Tanmaya Vats⁴         4/4                                                  1/1

  Mr. Prasong Sukhum ¹      3/6          1/4                                     1/1

  Mr. Photipong Lamsam ¹    6/6          4/4                                     1/1

  Mr. Manu Anand            6/6                      2/2            2/2          1/1

  Mr. Ronald Stuart         6/6                                     2/2          1/1
  McEachern^(1,2)                                                                

  Mr. Stefano Sartoretti ²  5/6                                                  1/1

  Prof. Khunying Suchada    5/6          4/4                                     1/1
  Kiranandana¹                                                                   

  Mr. Surajit Wanglee       0/6                                                  0/1

  Mr. Surin Osathanugrah    6/6                      2/2                         0/1

  Mr. William Ellwood       5/6                      2/2                         0/1
  Heinecke¹                                                                      
  ------------------------- ------------ ----------- -------------- ------------ ---------------

  ¹ Independent Directors

  ² Non-resident Directors

  ³ Resigned from directorship on March 4, 2009

  ⁴ Appointed as director on March 4, 2009

  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

  Prof. Khunying Suchada Kiranandana

  The Audit Committee is responsible for the review of the Company’s
  financial statements and internal control, including review of
  compliance with rules and regulation set by the Securities and
  Exchange Commission and Stock Exchange of Thailand, or related laws.
  The Audit Committee 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 2009, there were 4 Audit Committee meetings to review and approve
  the Company’s quarterly and annual financial statements prior to their
  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 an assessment about the adequacy of internal control processes,
  reviewing the connected transactions and transactions which would
  cause a conflict of interest to ensure compliance with the regulations
  set by the Securities Exchange Commission and the highest benefits to
  the Company, appointing external auditors and fixing the audit fee,
  and preparing the 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 four members as follows:

  Mr. John William Hancock Chairman

  Mr. Somchai Bulsook

  Mr. Ronald Stuart McEachern

  Mr. Manu Anand

  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 2009, there were 2 meetings held by the committee to review many
  issues relating to corporate governance, including the Company’s
  Corporate Governance Policy, the Directors Code of Conduct, and the
  Charter of the Compensation Committee; the nature of connected
  transactions in order to avoid a conflict of interest of the
  executives and persons involved with setting policy; the
  qualifications of independent directors; the policy for nominating
  directors and committee members; evaluating Board performance;
  preparation of the Director’s Manual; directors’ training with IOD;
  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.Manu Anand

  Mr.Surin Osathanugrah

  The Compensation Committee is responsible for setting up the policy
  and compensation structure to ensure fairness to and motivation of the
  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 meetings of the committee were held as necessary. In 2009, there
  were 2 meetings to review and approve the merit increase and bonus
  payment for the President and CEO; to approve the operating objectives
  for the CEO, and to consider and approve the 4^(th) year targets for
  the executives’ long-term incentive plan and propose to the Board of
  Directors for approval.

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

  14. Directors’ Report: All directors are responsible for the
  preparation of the Company’s financial statements, and are required to
  certify that report individually in section 3 of Annual Report Form
  56-1 submitted to the Stock 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 Stock Exchange of Thailand.

  The report of the Board of Directors’ Responsibility on the Financial
  Statements appears on page 50-64 of this annual report.

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

8.5 Control of Internal Information

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

  The Company has established control measures for its directors,
  executives, and employees to prevent unauthorized use information for
  their own or other parties’ benefit. The Company also requires its
  directors and executives to inform the Securities and Exchange
  Commission and the Stock Exchange of Thailand about their holdings and
  trading of the Company’s stocks to ensure transparency and fairness.

  To restrict the release of internal information and that related to
  information technology, the Company has established a strict control
  on the use, access, and prevention of loss of information. Authorized
  personnel are equipped with passwords to operate and use information
  at different levels. For confidential information and information the
  release of which is prohibited by the Securities and Exchange
  Commission regulations, directors and management are obliged not to
  release or comment on that 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 information, including the use of
  information for their own benefit. In line with the Securities and
  Exchange Commission regulations, Directors and management are required
  to file a report with the SEC to declare the status of their holdings
  of the Company’s stock every time they buy or sell such stock, and are
  not to allow any act that impacts on the share transactions of the
  Company and its related company.

  In 2008, the Company set up a “Log Management” system to keep a record
  of the use and the access to the Company’s computer network by all
  users in the organization as required by the new Computer Act.

8.6 Personnel

  As at December 31, 2009, the total registered employees of the Company
  are 9,024. Total employee cost amounts to Baht 2.142 billion.

Number of personnel in each function:

  Production 1,668

General Administration 700

Fleet 309

Sales and Warehouses 6,347

There are no significant employee disputes.