9.  Management

Management Structure

The number of the Board comprises 7 members in the Company’s Board of
Directors and 3 members in the Audit Committee, detailed as follows;

  BOARD OF DIRECTOR

  ------------------------------ ----------------------------------------
  NAME – SURNAME                 POSITION

  1. Mr. Phiraphan Phalusuk      Chairman of the Board

  2. Mr. Charnchai Lekvichittada Director

  3. Mr. Boonchai Khamboonruang  Director

  4. Miss Petcharee Siriweattago Director

  5. Mr. Yutthana Thamcharoen    Independent Director

  6. Miss Phattrawan             Independent Director
  Hanratanakul                   

  7. Miss Dusanee Yanichvatana   Director
  ------------------------------ ----------------------------------------

THE AUDIT COMMITTEE

  ------------------------------ ----------------------------------------
  NAME – SURNAME                 POSITION

  1. Mr. Yutthana Thamcharoen    Chairman of the Audit Committee

  2. Miss Phattrawan             Member of the Audit Committee
  Hanratanakul                   

  3. Miss Dusanee Yanichvatana   Member of the Audit Committee
  ------------------------------ ----------------------------------------

MANAGEMENT

+--------------------------------+-------------------------------------+
| NAME – SURNAME                 | POSITION                            |
+--------------------------------+-------------------------------------+
| 1. Mr. Charnchai Lekvichittada | Managing Director                   |
+--------------------------------+-------------------------------------+
| 2. Miss Chompunuch Komklorm    | Assistant Managing Director and     |
|                                |                                     |
|                                | Personnel and Administration        |
|                                | Manager                             |
+--------------------------------+-------------------------------------+
| 3. Mr. Prakrob Sorapunth       | Accountant and Financial Director   |
+--------------------------------+-------------------------------------+

Remarks: 1. Details on the Company’s executives and authorized persons
are described in annex 1.

2. Details on directors of the subsidiary company and the management and
authorized persons of the Company acting in the subsidiary company are
described in annex 2.

3. Organization Chart of the Eastern Wire (Public) Company Limited is
described in annex 3.

Articles of Association of the Company, number and appointment of the
Company’s Board of Directors

As prescribed by the Articles of Association of the Company, the
qualifications, authority and main duties of directors are as follows:

1. The Company shall have a board of directors comprising at least five
(5) directors, not less than half of whom shall reside within the
Kingdom.

2. The directors shall be natural persons and shall:

(1) be sui juris;

(2) not be bankrupt, incompetent or quasi-incompetent;

(3) have never been imprisoned on the final judgment of a court for an
offense related to property committed with dishonest intent;

(3) have never been dismissed or removed from government service or a
    government organization or a government agency in punishment for
    dishonesty in performing their duties.

3. The shareholder meeting shall elect the directors in accordance with
the following rules and procedures:

(1) The election shall be on a majority vote basis where each
shareholder shall have a number of votes equal to one share per one vote
(1 share per 1 vote).

(2) Each shareholder shall exercise all the votes to elect one or
several persons as director or directors, but may not allot his or her
votes to any person in any number.

(3) The candidates shall be ranked in order descending from the highest
number of votes received to the lowest, and shall be appointed as
directors in that order until all of the director positions are filled.
Where the votes cast for candidates in descending order are tied, which
would otherwise cause the number of directors to be exceeded, the
chairman of the meeting shall have a casting vote.

4. At every annual general meeting, one-third (1/3) of the directors
shall retire. If the number of directors is not a multiple of three, the
number of directors closest to one-third (1/3) shall retire. Directors
retiring from office in the first and the second years after the
registration of the Company shall be selected by drawing lots. In
subsequent years, the director who has held office longest shall retire.
A director so vacating office upon the expiry of his or her term may be
re-elected.

5. Apart from vacation upon the expiry of his or her term, a director
shall vacate office upon:

(1) death;

(2) resignation;

(3) lack of qualifications or possession of prohibited characteristics
under Section 2 hereof.

(4) removal by a resolution of the shareholder meeting under Section 20
hereof.

(5) removal by a court order.

6. Any director wishing to resign from office shall submit his or her
resignation letter to the Company, and the resignation shall be
effective from the date on which the Company receives the resignation
letter.

A director who has resigned under the first paragraph may also notify
Registrar of the resignation.

6.  In the case of a vacancy in the board of directors for reasons other
    than the expiration of the director’s term of office, the board of
    directors shall elect a person who has the qualifications and who
    possesses no prohibited characteristics under Section 2 as the
    substitute director at the next meeting of the board of directors,
    unless the remaining term of office of the said director is less
    than two (2) months.

The resolution of the board of directors under the first paragraph shall
be by a vote of not less than three quarters (3/4) of the number of
directors remaining. The substitute director shall hold office only for
the remaining term of office of the director whom he or she replaces.

8. The shareholder meeting may pass a resolution removing any director
from office prior to retirement as a result of the expiration of the
director’s term of office, by a vote of not less than three quarters
(3/4) of the number of shareholders attending the meeting who have the
right to vote and who have shares totaling not less than half of the
number of shares held by the shareholders attending the meeting and
having the right to vote.

9. Directors are entitled to remuneration from the Company in the form
of honorarium, meeting allowances, gratuities, bonuses or other form of
consideration as resolved by the shareholder meeting that may be fixed
or firmly laid down and on a from-time-to-time basis, or until further
notice. Moreover, they shall be entitled to allowances and welfare in
accordance with the Company’s regulations.

10. The board of directors shall elect one of the directors to be the
chairman of the board and another director to be the managing director.
In case the board of directors deems it appropriate the board may elect
one or several directors to be vice-chairman or vice-chairmen or deputy
managing director(s). The vice-chairman or vice-chairmen or the deputy
managing director(s) shall have duties stipulated in the Articles of
Association in the businesses assigned by the chairman of the board or
the managing director.

11. At a meeting of the board of directors, at least one half of the
total number of directors present shall form a quorum. In case the
chairman of the board is not present at the meeting or cannot perform hi
or her duty, and if there is a vice-chairman, the vice-chairman present
at the meeting shall be the chairman of the meeting. If there is no
vice-chairman or if there is a vice-chairman who is not present at the
meeting or cannot perform his or her duty, the directors present at the
meeting shall elect one of the directors to be the chairman of the
meeting. Decisions at the meeting shall be made by majority vote. Each
director is entitled to one vote, but a director who has interests in
any matter shall not be entitled to vote on such matter. In the event of
a tie vote, the chairman of the meeting shall have a casting vote.

12. In calling a meeting of the board of directors, the chairman of the
board or the person assigned by the chairman of the board shall serve
written notice calling for such meeting to the directors not less than
seven (7) days prior to the date of the meeting. Where it is necessary
or urgent to preserve the rights or benefits of the Company, the meeting
may be called by other methods and an earlier meeting date may be
chosen.

13. Directors shall comply with all laws, the objects and articles of
association of the Company as well as resolutions of the shareholder
meetings.

14. No director shall operate any business or become a partner in other
juristic persons operating business which has the same nature as and is
in competition with the business of the Company, unless he or she
notifies the shareholder meeting prior to the resolution for his or her
appointment.

15. A director shall notify the Company without delay when the following
events occur:

(1) he or she has a direct or indirect interest in any contract which is
made by the Company during a fiscal year, and shall indicate nature of
the contract, names of the contracting party and interest of the
director in the contract (if any);

(2) he or she holds shares or debentures of the Company or an affiliated
company, and shall indicate the total number of shares increasing or
decreasing during a fiscal year (if any).

16. The board of directors shall hold a meeting at least once every
three (3) months in the province in which the head office of the Company
is located or in a nearby province. The chairman of the board or a
director assigned by the chairman shall call a meeting of the board of
directors.

17. Co-signing by two directors and a stamp of the Company’s seal shall
be binding upon the Company. The board of directors shall have the power
to determine the list of directors authorized to sign and affix the
Company’s seal in binding of the Company.

In view of the foregoing, it is apparent that the Company did not select
persons to be appointed as directors through a committee on selection,
and had no policy to grant the right to small shareholders in selection
of directors through a cumulative voting. The Company did not have other
board of directors acting for the Company’s board of directors other
than those appointed by the Company in accordance with the requirements
of the Security Exchange of Thailand.

Scope of duties and responsibility of the Company’s board of directors

1. Board of directors The board of directors has the following power and
duties:

1.1 The power and duties provided as those of directors or a board of
directors of a public company limited under the Civil and Commercial
Code B.E. 2535 and any other law.

1.2 The power and duties prescribed by the Company’ articles of
association.

1.3 To determine the Company’s policies and operation targets.

1.4 To approve the Company’s operation plan, targets and annual budget
submitted by the general manager.

1.5 To approve the placement, appointment and removal of the general
manager as well as to approve the salary, remuneration or other benefits
to the person.

1.6 To approve the following matters relating to the Company’s financial
and property aspects:

1.6.1 Procurement of materials, hardware, land or building structures or
employment beyond the authority of the general manager.

1.6.2 To guarantee a natural person or a juristic person within the
coverage deemed appropriate by the board of directors.

1.6.3 To invest in shares in a company limited, to become a partner in a
limited partnership or to co-invest in a business with a third party.

1.6.4 Donation of money, things or products of the Company with a
coverage beyond the general manager’s authority to any person.

1.6.5 Loan within the coverage deemed appropriate by the board of
directors.

1.6.6 Disposal and/or sales of property of the Company that exceeds or
is not under the general manager’s authority.

1.6.7 Sales of raw material scraps or leftover from production that
cannot be re-used that exceeds or is not under the general manager’s
authority.

1.7 To assign or instruct the general manager to consider or take action
in any matter deemed appropriate by the board of directors.

1.8 To appoint a sub-committee or a working group to consider any matter
deemed appropriate by the board of directors.

1.9 To consider granting concurrence on or approval of other matters
proposed by the general manager.

2. Managing Director

2.1 To manage the Company’s business in accordance with policies,
targets, operation plans and annual budgets stipulated or approved by
the board of directors.

2.2 To monitor and supervise staff at all levels and in all positions.

2.3 To give orders and fix regulations for compliance by all staff in
accordance with policies stipulated by the board of directors.

2.4 To fill, appoint, fix the salary and remuneration rates, withdraw
and transfer the staff at all levels from the deputy general manager
position downwards.

2.5 To approve or take action on the following matters related to the
Company’s financial and property aspects:

2.5.1 Procurement of materials, hardware, land or building structures or
employment in accordance with the operation plan or the annual budget
concurred or approved by the board of directors within the coverage of
not more than Baht 10 million.

2.5.2 Procurement of materials, hardware, land or building structures or
employment not included in the operation plan or the annual budget
within the coverage of not more than Baht 5 million.

2.5.3 Donation of money, things or products of the Company to any person
within the coverage of not more than Baht 50,000 each, and not more than
Baht 300,000 per year.

2.5.4 Disposal and/or sales of property of the Company that does not
exceed Baht 2 million.

2.5.5 Sales of raw material scraps or leftover from production that
cannot be re-used within the coverage of not more than Baht 500,000.

2.5.6 Management of finance and property under the authority of the
general manager or as approved by the board of directors.

2.6 To appoint a working group to consider any matter deemed appropriate
by the board of directors.

2.7 To consider and submit or take action matters assigned or instructed
by the board of directors to do so.

2.8 To undertake any other work of the Company assumable to be under the
authority of the general manager as generally practiced in management of
work of a company limited.

2.9 To assign authority in giving order or taking action on some matters
to the deputy general manager, the department directors and the
department managers to act on his or her behalf.

2.10 To consider and submit the Company’s annual budget to the board of
directors.

In case the general manager is not present or cannot perform his or her
duties, the deputy general manager (office management) shall act on his
or her behalf with the same authority as that of the general manager.

The above-mentioned authority of the directors and the general manager
shall not replace or alter the authority of the directors or the persons
authorized to sign in binding of the Company as registered.

Scope of duties and responsibility of the Committee on Inspection

1.  To monitor the Company’s business as assigned by the board of
    directors to ensure productivity, effectiveness without any conflict
    of interests.

2.  To monitor the process of preparation and disclosure of data in the
    financial statements to ensure accuracy, completeness and
    reliability.

3.  To monitor the performance of the Internal Inspection Office at
    policy level.

4.  To nominate the auditor and the auditing fee to the board of
    directors for approval by the shareholder meeting.

5.  To review the adequacy of the Company’s internal control system.

9.2 Remuneration

9.2.1 Remuneration of directors

In 2000, the Company has granted a remuneration of Baht 1,116,000 and
meeting allowances of Baht 77,000, totaling Baht 1,193,000 to 7
directors, as follows:

+----+----------------------------------+---+---------------------------+
|    | DIRECTOR                         |   | REMUNERATION (BAHT)       |
+----+----------------------------------+---+---------------------------+
| 1. | Mr. Phiraphan Phalusuk           |   | 300,000                   |
+----+----------------------------------+---+---------------------------+
| 2. | Mr. Boonchai Khamboonruang       |   | 144,000                   |
+----+----------------------------------+---+---------------------------+
| 3. | น Mr. Charnchai Lekvichittada    |   | 144,000                   |
+----+----------------------------------+---+---------------------------+
| 4. | Miss Petcharee Siriweattago      |   | 144,000                   |
+----+----------------------------------+---+---------------------------+
| 5. | Mr. Yutthana Thamcharoen         |   | 144,000                   |
+----+----------------------------------+---+---------------------------+
| 6. | Miss Phattrawan Hanratanakul     |   | 144,000                   |
+----+----------------------------------+---+---------------------------+
| 7. | Miss Dusanee Yanichvatana        |   | 96,000                    |
+----+----------------------------------+---+---------------------------+

9.2.2 Remuneration of executives

In 2000, the Company has granted remuneration in the form of salaries
totaling 924,000 Baht to 3 executives at managerial level detailed
below. The Company does not have a policy to grant bonuses or meeting
allowances.

  -------- ------------------ ------------------ ------------------------
           MANAGEMENT                            REMUNERATION (BAHT)

  1.       Mr. Charnchai      Lekvichittada      360,000

  2.       Miss Chompunut     Komkroam           294,000

  3.       Mr. Prakrob        Sorapunth          270,000
  -------- ------------------ ------------------ ------------------------

9.3 Personnel

9.3.1 Total number of personnel of the Company

There were altogether 270 personnel of the Company and the subsidiary
company as at 31 December 2000, of which 215 personnel belonged to the
main operation line. In 2000, the Company paid its personnel a total of
Baht 28,568,687.78 as remuneration in the form of salary alone. The
Company had 10 office staff.

9.3.2 Staff development policy

The Company has a policy emphasizing on staff development aspect by
supporting staff to undergo training courses, inside and outside of the
Company, that are beneficial to the Company’s operation.

9.4 Business supervision

9.4.1 Code of best practices for directors of a registered company

During 2000, the Company’s board of directors organized 4 meetings, the
last of which was held on 16 June 2000, because the Company was being in
the process of preparing a business rehabilitation plan in accordance
with the Central Bankruptcy Court order of 11 August 2000.

9.4.2 Control of internal data usage

During 2000, the Company was temporarily prohibited from dealing in the
trading business, hence no problems on internal data usage. However,
only 2 of the Company’s executives and directors held shares in the
Company, and the number of the shares held by them was less than 1%.
Besides as per supervision no. 15, the executives would notify the
Company of any trading of their securities.