9. Management

  9.1 Management Structure

1.  Board Structure:

  The Company’s Board Structure consist of the Company Board of director
  and Committees appointed by the Board to assist in overseeing the
  Company’s business as the Audit Committee and the Executive Committee.

  The structure, role and responsibilities of those committees are
  described in detail below:

  (1) The Company Board of Director

  According to the AOA no. 11, the Board must consist of the members not
  less than 5 persons and not over 13 persons. As 31 December 2008, the
  Company Board consists of 11 members.

-   8 non-executive directors (4 independent directors and 3 of them are
    Audit Committee)

-   3 executive directors

  Role and Responsibilities of the Board

  The Board has considered and approved on the important matters
  concerning the company operation. The company has specified the policy
  and regulations of practice, responsibilities and operations of the
  Board, chairman and deputy chairman including those of the Executive
  committee. The duties and responsibilities of the Board and the
  management are separated clearly. The board of Board has the duty to
  specify the importance issue on the operation of the company such as
  the vision, mission, strategies, financial target, risk, plan, and
  budget and the Executive committee has the duty to carry out the
  vision, mission and strategies and provide good management and
  controlling system. The Board then consider and approve so as the
  practice can be performed and achieve the effective results.

  Balance of Power for Non-Executive Directors

  Members of Board of Directors are appointed by shareholder meeting,
  comprising executive and non-executive directors. At present there are
  8 non- executive directors among 11 Board of Directors members.

  Aggregation versus Segregation of Positions

  In order to ensure balanced and transparent management, the Company
  has a clear policy on the segregation of responsibilities of the
  Chairman of the Board of Directors, the Managing Director, Board of
  Directors and Executive Committee.

  Main duties of the Chairman and Managing Director are as follows:

  Chairman:

-   Being elected among the Board of Directors, serving for 3 years
    each, the Chairman shall handle all activities responsible by Board
    of Directors, setting meeting agenda, providing information about
    the Board of Directors, proceeding the meetings at which opportunity
    is granted for discussion and expression of opinion;

-   In making decision, the Chairman has a deciding vote in the event of
    tie votes;

-   Chairman is not an executive and is not same person as Managing
    Director.

  Managing Director:

-   Managing Director, appointed by Board of Directors, holds the
    position for a specified term, and may be rotated. Managing Director
    chairs the Executive Committee;

-   Managing Director is responsible for management of the Company in
    general and shall report results to the Board of Directors.

  Performance of the Board:

  Putting the utmost effort into its many duties, the Board sets a
  meeting schedule on a yearly basis. The Managing Director submits a
  notice with supporting documentation and an agenda not less than one
  week in advance before each board meeting takes place. Information on
  the Company’s operations is presented so that the board can make
  inquiries or express opinions. Every board member is encouraged to
  express their opinion freely.

  Appointment of additional Independent Director

  In 2008, the Board appointed Mr. Prabhol Buranasiri who meets
  qualifications of an independent director of SET and SEC be
  independent director of the company, but not member of the Audit
  Committee.

(2) Audit Committee

  Audit Committee comprises 3 independent directors and non-executive,
  appointed by Board of Directors and Shareholder. All of them have
  experience in reviewing financial statement of the Company and have
  experience in this more than 10 years.

  Qualification of an audit committee member

  The qualification of audit committee member of the Company as follows:

1.  To be independent director

2.  Not be the director of the parent company, subsidiary, associated
    company

3.  Have sufficient experience to be audit committee member. At least
    one of the member have sufficient experience in reviewing the
    financial statement.

4.  Must be in accordance with the rules prescribed under the
    requirement of the SEC, SEC or the other authorities.

  Role and Responsibility of Audit committee

In 2008 the Board approve the change in the scope of duties and responsibilities of the audit committee to comply with the Notification of the Stock Exchange of Thailand, Re: Qualification and Work of the Audit Committee, 2008, as follow:

1.  To review the Company’s financial reporting process to ensure its
    accuracy and adequacy, and coordinating with the external auditors
    and members of the Executive Committee responsible for preparing the
    quarterly and yearly financial reports. The Audit Committee may
    suggest issues to be reviewed or audited by the external auditors
    during their audit of the Company.

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

3.  To review compliance with the Securities and Exchange Act, including
    the rules, notifications, and regulations thereof and the rules and
    regulations of the Stock Exchange of Thailand (“SET”), and any other
    relevant laws.

4.  To advise the Company on the appointment of the external auditors
    including the remuneration, as well as to attend a non-management
    meeting with the auditor at least once a year.

5.  To review the connected transactions or transactions that may lead
    to conflicts of interests, including the accuracy and completeness
    of the Company’s disclosure of such information, to ensure that they
    are in compliance with the laws and the Exchange’s regulations, and
    are reasonable and for the highest benefit of the Company.

6.  To prepare a report on the activities of the Audit Committee for the
    Company’s annual report. The Chairman of the Audit Committee shall
    sign this report, which consist of at least the following
    information:

-   An opinion on the accuracy, completeness and credibility of
    Company’s financial report and the disclosure of its financial
    information.

-   An opinion on the adequacy of the Company’s internal control
    systems.

-   An opinion on the suitability of the Company’s external auditor and
    the re-appointment.

-   An opinion on compliance with the Securities and Exchange Act, and
    the rules, notifications, and regulations thereof including the
    rules and regulations of the SET, and any other relevant laws.

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

-   The number of audit committee meetings, and the attendance of such
    meetings by each committee member.

-   Other transactions which, according to the audit committee’s
    opinion, should be known to the shareholders and general investors,
    subject to the scope of duties and responsibilities assigned by the
    Company’s Board of Directors.

-   Other comments or statements as required by the Securities and
    Exchange Act, and the rules, notifications, and regulations thereof
    including the rules and regulations of the SET, and any other
    relevant laws.

7.  To perform other duties as required by the Securities and Exchange
    Act, and the rules, notifications, and regulations thereof including
    the rules and regulations of the SET, and any other relevant laws.

  The Audit Committee’s practice

  Audit Committee meets on a regular basis, at least once every quarter
  before Board of Directors meeting. Audit Committee reports its
  findings and giving its suggestions to the Board of Directors.
  Chairman of the Audit Committee may sometimes call a special meeting
  of the Audit Committee or invite any management of the Company to join
  and consider in certain particular financial matters or other matters.

However, under current practice the Audit Committee has met every month.
Scheduled of the monthly and quarterly meeting are being prepared in
advance for the whole year.

The Audit Committee shall regularly report to the Board of Directors
about the performance of their duties and responsibilities as specified
in Clause 1 above. In its performance of duties, if it is found or
suspected that there is a transaction or any of the following acts which
may materially affect the Company’s financial condition and operating
results, the audit committee shall report it to the Board of Directors
for rectification within the period of time that the audit committee
thinks fit:

-   A transaction which causes a conflict of interest;

-   Any fraud, irregularity, or material defect in the internal control
    system; or

-   An infringement of the law on securities and exchange, the
    Exchange’s regulations, or any law relating to the Company’s
    business.

If the Company’s Board of Directors or Management fails to make a
rectification within the period of time under the first paragraph, any
audit committee member may report on the transaction or act under the
first paragraph to the Office of the Securities and Exchange Commission
or the Exchange.

(3) Executive Committee

  Executive Committee meets on regular basis approximately twice a month
  and it may meet as an extraordinary session as the Company’s business
  requires. The business considered at Executive Committee meetings are
  those related to the production, business administration, financial
  and accounting management, risk management, important financial
  transactions, Company’s plans, Company’s budgets and to consider and
  further propose to the Board of Directors for matters required Board
  approval, as stipulated in the Company ‘s Articles of Association or
  the Organizational Regulations, or to consider and approve for matters
  delegated to the Executive Committee under the Organizational
  Regulations. In our practice, these Organizational Regulation shall be
  reviewed and updated at least every 2 years. In general, Executive
  Committee has to report and propose to Board of Directors in relation
  to important matters.

1.  Board of Directors and Executives in 2008

+--------------------------------+-------------------------------------+
| Board of Directors/Executives  | Position                            |
+--------------------------------+-------------------------------------+
| Non-executives                 |                                     |
+--------------------------------+-------------------------------------+
| 1.  Mr. Veraphan Teepsuwan     | Chairman                            |
+--------------------------------+-------------------------------------+
| 2.  Mr. Paul Heinz Hugentobler | Vice Chairman                       |
+--------------------------------+-------------------------------------+
| 3.  Mr. Chachchon Ratanarak    | Director                            |
+--------------------------------+-------------------------------------+
| 4.  Mr. Thaveepol Kongseri     | Director                            |
+--------------------------------+-------------------------------------+
| 5.  Mr. Prakob Visitkitjakarn  | Chairman of Audit Committee         |
|                                |                                     |
|                                | (Independent Director)              |
+--------------------------------+-------------------------------------+
| 6.  Mr. Chet Raktakanishta     | Audit Committee member              |
|                                |                                     |
|                                | (Independent Director)              |
+--------------------------------+-------------------------------------+
| 7.  Mr. Harald Link            | Audit Committee member              |
|                                |                                     |
|                                | (Independent Director)              |
+--------------------------------+-------------------------------------+
| 8.  Mr. Prabhol Buranasiri     | Independent Director                |
+--------------------------------+-------------------------------------+
| Executive Director             |                                     |
+--------------------------------+-------------------------------------+
| 9.  Ms.Chantana Sukumanont     | Director                            |
|                                |                                     |
|                                | Deputy Chairman of Executive        |
|                                | Committee                           |
|                                |                                     |
|                                | Executive Vice President            |
|                                | (Marketing and Sales)               |
+--------------------------------+-------------------------------------+
| 10. Mr. Vanchai Tosomboon      | Director                            |
|                                |                                     |
|                                | Executive Vice President            |
|                                |                                     |
|                                | (Saraburi Operations)               |
+--------------------------------+-------------------------------------+
| 11. Mr. Marcel Smith           | Managing Director                   |
|                                |                                     |
| (Resigned December 31,2008)    | Chairman of the Executive Committee |
+--------------------------------+-------------------------------------+
| Executives                     |                                     |
+--------------------------------+-------------------------------------+
| 12. Mr. Andreas Leutenegger    | Senior Vice President               |
|                                |                                     |
|                                | (Finance and Controlling)           |
+--------------------------------+-------------------------------------+
| 13. Mr. Rungrote Soonthorn     |   Senior Vice President             |
|                                |                                     |
|                                |   (Human Resources and Management   |
|                                |   Development)                      |
+--------------------------------+-------------------------------------+
| 14. Nopporn Thepsithar         | Senior Vice President               |
|                                |                                     |
|                                | (Logistics and Exports)             |
+--------------------------------+-------------------------------------+

  Please refer to the Attachment 1 for brief background information of
  the members of the Board of Directors, Audit Committee, and members of
  the Executive Committee.

  Independent Director (Qualification and Nomination process)

  “Independent Director” of the Company must meet the qualifications as
  required by the Securities and Exchange Act, and the rules,
  notifications, and regulations thereof including the rules and
  regulations of the SET, and any other relevant laws.

1.  Total attendance at Board Meetings, Audit Committee Meeting and
    Executive Committee Meetings in 2008

+---------------------------+------+-------+-------+----------------+
| Director/Executive        | T    |       |       | Remarks        |
| Officers                  | otal |       |       |                |
|                           | Atte |       |       |                |
|                           | ndan |       |       |                |
|                           | ce/T |       |       |                |
|                           | otal |       |       |                |
|                           | Mee  |       |       |                |
|                           | ting |       |       |                |
+---------------------------+------+-------+-------+----------------+
|                           | B    | Audit | Exec  |                |
|                           | oard | Comm  | utive |                |
|                           | Mee  | ittee | Comm  |                |
|                           | ting | Me    | ittee |                |
|                           |      | eting | Me    |                |
|                           |      |       | eting |                |
+---------------------------+------+-------+-------+----------------+
| Non-Executive Director    |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 1.  Mr. Veraphan          | 6/6  |       |       |                |
|     Teepsuwan             |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 2.  Mr. Paul Heinz        | 3/6  |       |       |                |
|     Hugentobler           |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 3.  Mr. Chachchon         | 6/6  |       |       |                |
|     Ratanarak             |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 4.  Mr. Thaveepol         | 5/6  |       |       |                |
|     Kongseri              |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| Independent Director      |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 5.  Mr. Prakob            | 6/6  | 12/12 |       |                |
|     Visitkitjakarn        |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 6.  Mr. Chet              | 5/6  | 12/12 |       |                |
|     Raktakanishta         |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 7.  Mr. Harald Link       | 3/6  | 2/12  |       |                |
+---------------------------+------+-------+-------+----------------+
| 8.  Mr. Prabhol           | 6/6  |       |       |                |
|     Buranasiri            |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| Executive Director        |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 9.  Ms. Chantana          | 5/6  |       | 21/23 |                |
|     Sukumanont            |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 10. Mr. Vanchai Tosomboon | 6/6  |       | 21/23 |                |
+---------------------------+------+-------+-------+----------------+
| 11. Mr. Marcel Smit       | 6/6  |       | 23/23 | Resigned Dec   |
|                           |      |       |       | 31, 2008       |
+---------------------------+------+-------+-------+----------------+
| Director resigning during |      |       |       |                |
| the year                  |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| Mr. Urs Wolfgang Bieri    | 1/6  |       |       | Resigned May   |
|                           |      |       |       | 2, 2008        |
+---------------------------+------+-------+-------+----------------+
| Executive Committee       |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 15. Mr. Andreas           |      |       | 21/23 |                |
|     Leutenegger           |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 16. Mr. Rungrote          |      |       | 21/23 |                |
|     Soonthorn             |      |       |       |                |
+---------------------------+------+-------+-------+----------------+
| 17. Mr. Nopporn           |      |       | 19/23 |                |
|     Thepsithar            |      |       |       |                |
+---------------------------+------+-------+-------+----------------+

4.  Directors’ and Executive Officers’ Record of Accredited Course
    Attendence

+--------------------+--------------------------+---------------------+
| Director/Executive | The Courses Organized by | The Courses         |
| Officers           | Thai Institute of        | Organized by Others |
|                    | Directors (IOD)          |                     |
+--------------------+--------------------------+---------------------+
| Non-Executive      |                          |                     |
| Director           |                          |                     |
+--------------------+--------------------------+---------------------+
| 1.  Mr. Veraphan   | - The Role of Chairman   | - First Nation City |
|     Teepsuwan      | Program (RCP) Class      | Bank (Presently     |
|                    | 18/2008                  | Citigroup) :        |
|                    |                          | Credit-Department   |
|                    |                          | Scholarship         |
|                    |                          | Master’s Degree:    |
|                    |                          | USAID               |
+--------------------+--------------------------+---------------------+
| 2.  Mr. Paul Heinz |                          |                     |
|     Hugentobler    |                          |                     |
+--------------------+--------------------------+---------------------+
| 3.  Mr. Chachchon  |                          |                     |
|     Ratanarak      |                          |                     |
+--------------------+--------------------------+---------------------+
| 4.  Mr. Thaveepol  | - Director Accreditation |                     |
|     Kongseri       | Program(DAP), 2005       |                     |
+--------------------+--------------------------+---------------------+
| Independent        |                          |                     |
| Director           |                          |                     |
+--------------------+--------------------------+---------------------+
| 5.  Mr. Prakob     | - The Role of Chairman   |                     |
|     Visitkitjakarn | Program(RCP) Class       |                     |
|                    | 5/2001                   |                     |
|                    | - Director Certification |                     |
|                    | Program(DCP) Class       |                     |
|                    | 33/2003                  |                     |
+--------------------+--------------------------+---------------------+
| 6.  Mr. Chet       | - DCP Refresher Course   |                     |
|     Raktakanishta  | Class 3/2006             |                     |
|                    |                          |                     |
|                    | - Director Financial,    |                     |
|                    | 2005                     |                     |
|                    |                          |                     |
|                    | - Audit Committee        |                     |
|                    | Program(ACP),2005        |                     |
|                    |                          |                     |
|                    | - Financial for          |                     |
|                    | Non-Finance              |                     |
|                    | Director(FN), 2003       |                     |
|                    |                          |                     |
|                    | - Directors Certificate  |                     |
|                    | Program (DCP),2003       |                     |
+--------------------+--------------------------+---------------------+
| 7.  Mr. Harald     |                          | -Course on Good     |
|     Link           |                          | Corporate           |
|                    |                          | Governance at St.   |
|                    |                          | Gallen, Switzerland |
+--------------------+--------------------------+---------------------+
| 8.  Mr. Prabhol    | -Director Accreditation  |                     |
|     Buranasiri     | Program (DAP)            |                     |
+--------------------+--------------------------+---------------------+
| Executive Director |                          |                     |
+--------------------+--------------------------+---------------------+
| 9.  Ms. Chantana   | -Director Accreditation  |                     |
|     Sukumanont     | Program (DAP)            |                     |
+--------------------+--------------------------+---------------------+
| 10. Mr. Vanchai    | -Director Accreditation  |                     |
|     Tosomboon      | Program (DAP),2004       |                     |
|                    |                          |                     |
|                    | -Director Certificate    |                     |
|                    | Program (DCP), 2001      |                     |
+--------------------+--------------------------+---------------------+
| 11. Mr. Marcel     |                          |                     |
|     Smit           |                          |                     |
+--------------------+--------------------------+---------------------+
| Executive          |                          |                     |
| Committee          |                          |                     |
+--------------------+--------------------------+---------------------+
| 12. Mr. Andreas    |                          | - Responsible for   |
|     Leutenegger    |                          | corporate           |
|                    |                          | governance report   |
|                    |                          | for Holcim Ltd.     |
|                    |                          | Annual              |
|                    |                          |                     |
|                    |                          | - Seminar on        |
|                    |                          | Corporate           |
|                    |                          | Governance , by     |
|                    |                          | Stock Exchange of   |
|                    |                          | Switzerland         |
|                    |                          |                     |
|                    |                          | - Seminar on        |
|                    |                          | Corporate           |
|                    |                          | Governance, by      |
|                    |                          | Swiss Institute of  |
|                    |                          | Chartered           |
|                    |                          | Accountants         |
+--------------------+--------------------------+---------------------+
| 13. Mr. Rungrote   |                          | - Director’s        |
|     Soonthorn      |                          | Duties, Liabilities |
|                    |                          | & Roles in          |
|                    |                          | Corporate           |
|                    |                          | Governance, August  |
|                    |                          | 2007, By Asia       |
|                    |                          | Business Forum      |
|                    |                          | (Thailand) Company  |
|                    |                          | Limited             |
+--------------------+--------------------------+---------------------+
| 14. Mr. Nopporn    | - Audit Committee        | - Good Governance,  |
|     Thepsithar     | Program (ACP)            | Mini MBA            |
|                    |                          |                     |
|                    | - Director Accreditation | Course for INSEE    |
|                    | Program (DAP)            | Logistics           |
|                    |                          |                     |
|                    | - Director Certificate   |                     |
|                    | Program (DCP)            |                     |
+--------------------+--------------------------+---------------------+

4.  Name and Positions of Executive and controlling persons and name of
    the Company’s secretaries

  Please refer to the Attachment 1 for brief background information of
  the members of the Board of Directors, Audit Committee, and members of
  the Executive Committee.

  Appointment of Company’s Secretary

  The Broad appointed Mrs. Phatchada Muenthong, manager of Corporate
  Legal Services and Secretariat Department and of Compliance and
  Regulations Department, as the Company Secretary She shall have roles
  and responsibilities as defined by the laws, and any other matters as
  the company may deem fit.

  Contact Detail of the Company’s Secretary:

  Name: Mrs. Phatchada Muenthong

  Position: Company’s Secretary

  Tel No.: +66 2 797 7050

  Fax No.: +66 2 663 1834

1.  Nomination of Director and Executive

  The company doses not have a nominating committee. Potential directors
  are selected from a field of qualified and experienced professionals.
  The election of each director is made by majority votes of
  shareholders. Notably, most shareholders of the Company are minority
  shareholders (i.e., only eight shareholders hold more than 1 percent
  of Company’s share each, from total 3,632 shareholders at the 15^(th)
  AGM). Therefore, when a director wins the election over 98 percent,
  that reflect upon the support of minority shareholders.

  The nominate director must meet the qualification of the Company’s
  AOA, law, regulation of SET and SEC.

2.  Remuneration of the Board of Directors and Executives paid in 2008

  The process of giving remuneration for the Board is done in a
  transparency manner and the process has been approved by the
  shareholders annually. The policy of payment is according to the
  operation profit of that particular year.

  Level and elements of the payment made to the management is suitable
  and tempting enough to keep the qualified members in their position
  and is comparatively well to the industrial norm and also to the
  experiences, duties, roles, responsibilities.

  Remuneration in Cash

  Remuneration in Cash for 15 Board members was 14.530 million baht,
  included meeting per diem and bonus paid in 2008 (During this year, 2
  directors resigned). Remuneration for 6 members of the Company’s
  Executive Committee was 92.699 million baht, included salary and bonus
  paid in 2008

  Other Remunerations

  Contribution to Provident Fund for its executives was 1.957 million
  baht. Company cars are provided to the members of the Executive
  Committee.

4.  Corporate Governance

  Corporate Governance Policy

  Cement business is a permit-intensive business. Our members of the
  Audit Committee, who are experienced in financial, accounting, and
  other business aspects, are competent in meeting duties and
  responsibilities delegated specified under the Charter of the Audit
  Committee. However, not only internal audit works independently and
  reports directly to the Audit Committee, the management has assigned
  the compliance function to have a secondary reporting line (dotted
  line) to the Audit Committee. This is to ensure full support to the
  Audit Committee for any inquiry on operational level. Members of
  executive committee who supervise different areas also deligate
  compliance staffs to ensure all time compliance of their functions.
  These compliance officers work hand-in-hand and help safeguard the
  Company in each area of their expertise, e.g., environment, safety,
  and legal.

  The Company promotes corporate governance at every level of the
  organization from the Board of Directors, the Executive Committee and
  down all the way to the operational level. The Company has the policy
  to improve and promote the good governance practice continually in
  order to achieve the ultimate goal of creating sustainable
  shareholders’ value added while taking into consideration the
  interests of all stakeholders.

  In the year 2008, the Company pressed on with our commitment to good
  Corporate Governance by launching a number of industry-leading
  initiatives and programs, and organized a number of activities in all
  the crucial areas relevant to the achievement of top-of-class
  Corporate Governance compliance.

  CSR-DIW

  SCCC in 2008 became one of the first few Thai companies to be awarded
  CSR-DIW – Corporate Social Responsibility certification issued by the
  Industry Ministry’s Department of Industrial Works as a prelude to the
  ISO26000 – Corporate Social Responsibility certification expected to
  be launched within the next few years. This certification emphasizes
  the responsibility of an industrial manufacturer towards the impact on
  society and the environment that arises from its decision-making,
  manufacturing and other ancillary processes so as to align with the
  sustainable development of the society as a whole.

  In addition, the Company also adheres to the principles of Good
  Corporate Governance for Listed Companies, consisting of 5 chapters
  being:

  Chapter 1 Right of Shareholders

  Chapter 2 Equal Treatment of Shareholders

  Chapter 3 Role of Stakeholders

  Chapter 4 Disclosure and Transparency

  Chapter 5 Responsibilities of the Board

  Chapter 1 Right of Shareholders

  One of the Company’s Goal on compliance with Good Corporate Governance
  is protect the owner’s benefit, the shareholders. The Company always
  realize and respects the rights of the shareholders, as follow:

1.  The right to attend shareholders meetings and to assign proxies to
    attend meeting and vote on their behalf

2.  The right to elect or remove any individual director and to
    determine the remuneration for directors.

3.  The right to be provided with the Company’s sufficient information
    in a timely manner

4.  The right to express opinions and raise questions in shareholders
    meetings

5.  The right to receive dividends

6.  The right to buy, sell or transfer shares.

  In addition from basic right as above, the Company promote the
  shareholders’ right by facilitate the invitation to shareholders for
  propose agenda the question for the 2009 Annual General Meeting of
  Shareholders

  Information given to the shareholders before the shareholders’ meeting

  The company has sent the letter of appointment to the shareholders for
  the 15^(th) annual ordinary shareholder meeting (2008 Annual Ordinary
  Meeting). The supporting documents for the meeting are also
  distributed and published on the company website
  (www.siamcitycement.com) with sufficient content both in Thai and
  English. The procedure is as follows:

1.  Notification of the shareholder meeting: As soon as the company
    committee has the resolution to specify the date time and place, and
    the meeting agenda, the company will notify the shareholder through
    the Stock Exchange of Thailand.

2.  Notification Letter and Supporting Document Delivery: The company
    will send the meeting invitation letters to the shareholders by post
    mail, notifying date, time, place, meeting agenda, and comments of
    the committee on each topics unto all the information needed for
    making decisions in the meeting to the shareholders way ahead of
    time. The shareholders will be notified of the regulations of the
    meeting, the list of documents to be brought for the meeting
    registration, the report of the 13^(th) annual ordinary meeting (the
    year 2007), the annual report for the year 2007, information and
    profile of the committee nominees, power of attorney form for
    representative appointment, independent committee member name list –
    those that can be appointed by the shareholders to join the meeting
    and vote in on behalf of the shareholders, map of the meeting
    location, and regulations of the company on the shareholder’s
    meeting. All of these are to be studied before the meeting date.

3.  Announcement on the newspaper: The company has advertised its
    meeting appointment to all the shareholders on the newspaper not
    less than three days prior to the meeting.

4.  Company Website Notification: The company always publicizes the
    shareholders’ meeting on its website both in Thai and English prior
    to the meeting date.

  Promotion of Shareholders’ Right

  On the meeting date, the barcode is utilized to facilitate the company
  shareholders in the registration, vote counting. The important matters
  are informed together with the procedure of voting, vote count, and
  vote result announcement before the meeting. There is a sufficient
  amount of time for question and answer session prior to the meeting.
  The committee and management will all join the meeting so as all the
  shareholders may enquire in all issues.

  Prevention against shareholders’ right suppression

  In the annual ordinary shareholders’ meeting of 2008, there is no
  additional matter added without prior notification to the
  shareholders. There is no immediate change in the important
  information in the meeting. There is no action taken that may limit
  the chance of the shareholders to study the information of the company
  or the chance to join the meeting. All these are to ensure that every
  shareholder’s right has been protected and the shareholders can make
  decision ahead of time.

  Chapter 2 Equal Treatment of Shareholders

  The Company’s treatment to all shareholders equitably and
  transparently. This reflects in the Company’s practice such as the
  disclosure of significant information to the shareholders and
  investors. In 2008, the Company made 17 disclosures via the SET
  electronic publication (www.set.or.th).

  The Company publicizes information on its website which the public may
  access to it at
  http://www.siamcitycement.com/about/investor/yearly_report.aspx?lang=en.

  Apart from the foregoing, the Company publicizes information from time
  to time via press and analysts conference are as follows.

Tel: +66 2 797 7060

  Fax: +66 2 663 1847

  Email: nasikarn.ongsakulwat@sccc.co.th

  The Company was rated “Very Good” (a grade of between 80% to 89%) for
  the quality and contents of its Annual General Meeting held in 2008 in
  the “AGM Assessment 2008” project initiated by the Securities and
  Exchange Commission.

  For the convenience of shareholders, E-registration and E-voting
  systems were used at the AGM for fast and accurate registration and
  voting processes.

  Chapter 3 Role of Stakeholders

-   The Company places top priority on the persons and groups of persons
    who institute our stakeholders. These are the persons who may be
    impacted by our business operations both directly and indirectly.
    Thus, based on our completed Reputation Survey, we re-evaluated and
    re-identified the 12 SCCC stakeholder groups. These are the
    employees, the community, the customers, the suppliers, the
    government officials, the shareholders/investors, the local
    administration officers, the media, the NGOs, the educational
    institutions, the competitors and the general public. The
    re-identification of our stakeholders will allow us to more
    effectively assist and support them.

-   Likewise, as the Company is acutely aware of the importance of
    preserving our environment, we have opened several lines of
    communications for stakeholders to report to us any possible
    environmental issues. These communication channels are: email:
    envi.info@sccc.co.th, hot line number 4531, PO Box number 11 Tab
    Kwang, intranet and information boxes in the surrounding
    communities.

-   We made it our mission to instill awareness of “customer-centricity”
    in all employees – not just those in the sales functions – so they
    will be better equipped to provide optimum services for both
    internal and external applications.

  Chapter 4 Disclosure and Transparency

-   The Company initiated the formation of tri-partite meetings
    (government administration – local and provincial, the community and
    SCCC) were held on a regular basis to discuss issues affecting the
    community, such as the commissioning of our AFR (alternative fuel
    and raw materials) platform and the WHR (waste heat recovery)
    projects, to facilitate sustainable development within our
    close-knit community. In 2008, we established the Fund for
    development of community and environment in the areas of Tabkwang
    Subdistrict, having objectives to coordinate, find solution and
    create good understanding for both the Company and nearby community
    for sustainable development.

-   To reiterate importance of our core value, we announced policy on
    the management of quality, environment, occupational health & safety
    and social responsibility to ensure full compliance on every issue.
    In addition, the Company joined CSR Sharing Program to promote
    social responsibility among those in the industry sector.

  Chapter 5 Responsibilities of the Board

-   The Company has completed the editing of our Audit Committee Charter
    to be fully aligned with new regulations issued by The Stock
    Exchange of Thailand and the Securities and Exchange Commission.

-   Annual internal audit extended to cover group companies such as Siam
    City Concrete and CONWOOD

-   The Legal Committee was set up to prepare legal documents,
    communication on legal issues and the compliance check list.

  9.5 Supervision of inside information use

  To put the good governance into practice, in connection with
  prevention on Insider Trading and abusive self-dealing, the board and
  the management realize the importance and strictly follow the code of
  conduct of the Company in the part concerning the internal information
  which may affect the benefit such as the share price or the Company’s
  securities. The Board and management members send in the reports of
  their shareholding at every Board Meeting. And in order to set a clear
  and objective guideline, the Company will announce policy on Silent
  Period in 2009.

  Code of Conduct that related to inside information is following.

  Code of Conduct No 4: Compliance

  Appropriate measures are put in place to assist in complying with
  applicable laws an regulations in the businesses and the Kingdom of
  Thailand. In particular with regard to:

  Insider Trading

-   Each of us who has access to insider information, likely to result
    in Substantial movements in the price of the stock or any other
    financial instruments of an involved company, shall comply with
    applicable insider trading laws.

  In order to prevent confidential information of the Company, we have
  taken following activities regarding information system prevention.

1.  For 2008, the IT team implemented “IT Security Rules for Siam City
    Cement Employees” for IT users in the company. These IT Security
    rules had to be fully understood, acknowledged and followed strictly
    by all relevant employees through online IT training.

2.  Prohibition of unauthorized software downloads and hardware
    installations on all company computers without proper authorization.

3.  Our external auditors have audited and found that general control
    over information system of the company and its subsidiaries is
    efficient, reliable and sufficient.

Code of Conduct No. 5: Use and Protection of Assets and Information

-   Each of us, entrusted with property belonging to or controlled by
    the Group, is responsible for the careful use, protection,
    expenditure and administration of such assets.

-   We use and protect confidential proprietary information, except to
    the extent we are required to disclose such information in the
    proper course of our duties.

-   We pay particular attention to IT aspects such as data protection
    and data security.

  Code of Conduct No 6: Conflict of Interest

-   In situations in which our personal or financial interests may
    conflict materially with those of Group, we are expected to fully
    disclose them.

-   We shall not take part in any business activities of Group where we
    may be influenced by our personal relations that are, or maybe,
    construed as a hindrance to objective decision taking.

-   If we see ourselves in a potential conflict of interest, we shall
    seek advice from line management or from our legal counsel so that
    an appropriate solution can be found.

  The Company has implemented an activity on Conflict of Interest Online
  Declaration, assigning personnel who may involve in approving process
  or procuring product or service, either by themselves or by their
  relatives, with the Company or its subsidiaries within the period of
  12 months. This activity is taken on semi-annually basis.

4.  Personnel

  Number of employees at the end of 2008:

+-------------------------------------+--------------------------------+
|                                     | Number of employees            |
|                                     |                                |
|                                     | (persons)                      |
+-------------------------------------+--------------------------------+
| Production                          | 853                            |
+-------------------------------------+--------------------------------+
| Logistics                           | 377                            |
+-------------------------------------+--------------------------------+
| Marketing and Sales                 | 220                            |
+-------------------------------------+--------------------------------+
| Finance and Controlling             | 74                             |
+-------------------------------------+--------------------------------+
| Others                              | 510                            |
+-------------------------------------+--------------------------------+
| Total                               | 2,034                          |
+-------------------------------------+--------------------------------+

Number of employees and employee costs at the end of 2008:

  ----------------------------------------- --------------- ---------------
                                            Separate        
                                            financial       
                                            statements      

                                            2008            2007

  Number of employees at end of year        2,034           2,254
  (persons)                                                 

  Employee costs for the year 2007 (Baht)   1,424,367,053   1,689,793,163
  ----------------------------------------- --------------- ---------------

Employee Development

  To enable the company to achieve its business as targeted and to be
  satisfied by all stakeholders, the development of employee is the most
  critical SCCC policy, which has been conducting continuously since
  many years ago and up till the present, and its importance will be
  increased in the future.

  The company believes that the quality of our employee is the important
  tool and mechanism in leading the company to sustainable development.
  The company has arranged the various learning activities as well as
  training programs, which help to develop competency for employees of
  all levels.

  Furthermore, we also highly give an importance to the competency
  development of leader and management of all levels. There is an
  assessment of core leadership competency, a draft of individual
  development plan, a seriously and continuously follow up and
  assessment of their development, as well as, a training and support
  the supervisor’s role in developing employees by being a coach for
  their subordinates.

  In addition, company has sent its employees, specialists, and
  management: to attend the conferences, training programs and seminars;
  to have a site visit in oversea; and to exchange knowledge and
  experiences among Holcim Group Companies. These to ensure that our
  employee competency and management of every line function will have a
  management standard as high as the international one; and have updated
  knowledge and skills in managing tasks and related people to cooperate
  in leading the company to a sustainable achievement as targeted.