8. Management

(1) Management Structure Organization Chart of Pato Chemical Industry
    Public Co.,Ltd.

Accounting Manager Finance Manager Office Manager/ Company Secretary
Research & Development Manager Area Sales Manager/

Mr.Visut Vanijcharoenkarn Dr.Viwat Trillit(Acting) Mrs. Parichart
Manuthasna Mr.Kawinharn Polaharn Mr.Rapin Theingthum Mr.Sayan Wan-aree

  The company comprises of :

  - Board of Directors

-   Audit Committee

-   Management

Board of Directors and Management as of December 31, 2009 are as follows
:

+-----------------------+----------------------------------------------+
| Name                  | Position                                     |
+-----------------------+----------------------------------------------+
| 1. Mr.Metha Trillit   | Chairman/President                           |
+-----------------------+----------------------------------------------+
| 2. Dr.Viwat Trillit   | Managing Director /Acting Administration     |
|                       | Manager/                                     |
|                       |                                              |
|                       | Finance Manager                              |
+-----------------------+----------------------------------------------+
| 3. Mrs.Wantana        | Director                                     |
| Pojanalai             |                                              |
+-----------------------+----------------------------------------------+
| 4. Mr.Chaovuth        | Director                                     |
| Pojanalai             |                                              |
+-----------------------+----------------------------------------------+
| 5. Mr.Suvit           | Director                                     |
| Wesaratchawest        |                                              |
+-----------------------+----------------------------------------------+
| 6. Mr.Surachai        | Director                                     |
| Choengvivatkit        |                                              |
+-----------------------+----------------------------------------------+
| 7. Ms.Ratchanee       | Director                                     |
| Trillit               |                                              |
+-----------------------+----------------------------------------------+
| 8. Mr. Nishizawa      | Director                                     |
| Masahiko              |                                              |
+-----------------------+----------------------------------------------+
| 9. Mr.Lertchai        | Independent Director / Chairman of Audit     |
| Leelayonkul           | Committee                                    |
+-----------------------+----------------------------------------------+
| 10. Mr.Chaiwat        | Independent Director / Audit Committee       |
| Chandarasrivongs      | Member                                       |
+-----------------------+----------------------------------------------+
| 11. Dr.Chongrak       | Independent Director / Audit Committee       |
| Prichanont            | Member                                       |
+-----------------------+----------------------------------------------+
| 12. Mr.Sahai          | Independent Director                         |
| Supsoontornkul        |                                              |
+-----------------------+----------------------------------------------+
| 13. Mr.Chanwut        | Marketing Manager                            |
| Kooniyapantu          |                                              |
+-----------------------+----------------------------------------------+
| 14. Mr.Warat          | Factory Manager                              |
| Lapserisakul          |                                              |
+-----------------------+----------------------------------------------+
| 15. Mr.Visut          | Accounting Manager                           |
| Vanijcharoenkarn      |                                              |
+-----------------------+----------------------------------------------+
| 16.Mr.Kawinharn       | Research and Development Manager             |
| Polaharn              |                                              |
+-----------------------+----------------------------------------------+
| 17. Mr.Rapin          | Area Sales Manager 1                         |
| Theingthum            |                                              |
+-----------------------+----------------------------------------------+
| 18. Mr.Sayan Wanaree  | Area Sales Manager 2                         |
+-----------------------+----------------------------------------------+
| 19. Mrs.Parichart     | Office Manager/Company Secretary             |
| Manuthasna            |                                              |
+-----------------------+----------------------------------------------+
| Mr.Metha Trillit or   |                                              |
| Dr.Viwat Trillit is   |                                              |
| to co-sign with       |                                              |
| Mrs.Wantana Pojanalai |                                              |
| or Mr.Suvit           |                                              |
| Wesaratchawest with   |                                              |
| company seal affixed  |                                              |
| to affect company     |                                              |
| documents.            |                                              |
+-----------------------+----------------------------------------------+

Sub-committee

The company’s Board of Directors has appointed a sub-committee to help
oversee the following operations of the company. The auditing committee
was set up on December 17, 1999.

Names of members of the Audit Committee are as follows :

Chairman of the Audit Committee Mr.Lertchai Leelayonkul

Member of the Audit Committee Dr.Chongrak Prichanont

Member of the Audit Committee Mr.Chaiwat Chandarasrivongs

Secretary to the Audit Committee Ms. Navaporn Phothai (Internal Audit)

Terms for holding office : 3 Years

Latest renewal of terms for holding office is 2009. Mr.Lertchai
Leelayonul is a qualified audit committee with accounting experiences to
perform review of financial statements of the company.

Definition of Independent Directors

1.  Holding shares not more than 1% of total voting shares of the
    company, the affiliated company, the associated companies or person
    who may have the conflict of interests (counting of the person
    concerned according to Section 258 of Securities and Exchange Act).

2.  No participation in management including employee, staff, business
    consultant who receives permanent salary or the person who has the
    power to control the company, parent company, subsidiary company,
    associated company or subsidiary companies in the same level or
    juristic person which may have the conflict of interests (at present
    and 2 years period prior to an appointment).

3.  No blood relations, nor by way of registration in the manner of
    father or mother, spouses, brothers and sisters of full blood and
    legitimate child including spouse of legitimate child and executive,
    major shareholders or person who has power to control or person who
    is supposed to be nominated as an executive or person who has power
    to control the company or subsidiary companies.

4.  Business relation with the company

    a.  Nature of relation

-   Relation in the manner of professional service

    -   Nature of relation: Auditor, person who renders professional
        service, such as legal consultant, financial consultant,
        properties appraiser etc.

    -   Key definition included in the meaning of dependence

  - In case of auditor: Not allowed in all respects.

  - In case of person who renders professional service: Value of
  transaction more than 2 million baht per year.

-   Commercial/business relations

-   Nature of relation: Extending to all kinds of business transactions,
    i.e. normal transactions, transaction of letting/renting,
    transaction relating to asset/service and transaction of giving or
    receiving financial assistance.

-   Key definition included in the meaning of dependence: value of
    transaction ≥ 20 million Baht or ≥ 3% of NTA of the company
    whichever is lower. In this matter, to consider the value of
    transactions, it is to include transactions during 6 months prior to
    the day of doing this transaction.

    a.  In case of nature of relation under (a) with juristic person,
        person deemed to be dependent i.e. major shareholders, director
        (except independent directors/audit committee) and executive or
        partners of such juristic person.

    b.  In case of nature of relation under (a) and (b): at present and
        2-year period prior to appointment.

    c.  Exception: In case of necessity or suitability which rarely
        happens, independent directors/audit committee may have relation
        more than level of key definition prescribed during in office
        with prior approval of the board of directors and such
        resolution must be unanimous.

5.  Not a director appointed as proxy of the company, major shareholders
    or shareholder related to major shareholders of the company.

6.  No any qualifications not be able to give an opinion independently.

7.  Independent director who has the qualifications according to 1-6 may
    be appointed by the board of directors to make decision in the
    business of the company, parent company, subsidiary company,
    associated company, subsidiary company of the same level or juristic
    person which may have conflict of interests by collective decision.

Qualifications of Audit Committee

1.  Appointed by the board of directors or shareholders

2.  All Audit Committee must be independent director.

3.  Not a director appointed by the board of directors to make decision
    in the business of the company, parent company, subsidiary company,
    associated company of the same level or the person who may have the
    conflict of interests.

4.  Not a director of the parent company, affiliated companies or
    affiliated companies of the same level.

5.  Having duties prescribed by the Securities Exchange.

6.  At least 1 Audit Committee shall have knowledge and experience
    sufficient to perform his duties to review the reliability of
    financial statement.

Board of Directors meeting

The Board of Directors generally holds a meeting on a quarterly basis
and holds special additional sessions when necessary with a clear agenda
set in advance. The company’s secretary is the person to prepare
invitations to meetings and related documents 7 days before the meeting
takes place. This is so that the Directors have time to consider and
study information. Each meeting takes about two and a half hours. Last
year, the Board of Directors held 4 regular meetings and 1 special
session as follows :

+-------------------------------+------------+------------+-----------+
| Name                          | Regular    | Special    | Total     |
|                               | Meeting    | Session    |           |
+-------------------------------+------------+------------+-----------+
| 1. Mr. Metha Trillit          | 4/4        | 1/1        | 5/5       |
|                               |            |            |           |
| 2. Dr. Viwat Trillit          | 4/4        | 1/1        | 5/5       |
|                               |            |            |           |
| 3. Mrs. Wantana Pojanalai     | 4/4        | 1/1        | 5/5       |
|                               |            |            |           |
| 4. Mr. Chaovuth Pojanalai     | 3/4        | 1/1        | 4/5       |
|                               |            |            |           |
| 5. Mr. Suvit Vesaratchawest   | 4/4        | 1/1        | 5/5       |
|                               |            |            |           |
| 6. Mr. Surachai               | 3/4        | 0/1        | 3/5       |
| Choengvivatkit                |            |            |           |
|                               | 4/4        | 1/1        | 5/5       |
| 7. Ms. Ratchanee Trillit      |            |            |           |
|                               | 4/4        | 1/1        | 5/5       |
| 8. Mr. Nishizawa Masahiko     |            |            |           |
|                               | 4/4        | 1/1        | 5/5       |
| 9. Mr. Lertchai Leelayonkul   |            |            |           |
|                               | 4/4        | 1/1        | 5/5       |
| 10. Mr. Chaiwat               |            |            |           |
| Chandarasrivongse             | 4/4        | 1/1        | 5/5       |
|                               |            |            |           |
| 11. Dr. Chongrak Prichanont   | 2/3        | -          | 2/3       |
|                               |            |            |           |
| 12. Mr.Sahai Supsoontornkul   |            |            |           |
|                               |            |            |           |
| Appointed as Director on      |            |            |           |
| April 9, 2009                 |            |            |           |
+-------------------------------+------------+------------+-----------+

  Minutes of the meetings have been recorded and endorsed by directors,
  so that they can be checked by related parties.

(2) Appointment of Directors

-   The selection of director has not been undertaken by the nominating
    committee but the board of directors or shareholders holding more
    than 5 % of shares desires to nominate such through the process of
    joint consideration of the board of directors and then to propose to
    the shareholders to consider and appoint in the annual meeting of
    shareholders.

-   Presently, seven directors represent major shareholders.

-   The company shall have a board of directors comprising of at least 5
    directors to conduct the business of the company, not less than half
    of whom shall reside within the Kingdom.

-   The directors shall be elected at the shareholder meeting in
    accordance with the following rules and procedures:

  - Each shareholder shall have a number of votes equal to the number of
  shares held.

- Each shareholder may exercise all the votes he or she has under (1) to
elect one or several persons as director or directors but the
shareholder shall not allot his or her votes to any person in any
number.

- After the vote, 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 shall make the decision for the remaining
appointment.

Vacancy of Directors

-   At every annual general meeting, one-third of the directors shall
    retire. If the number of directors is not a multiple of three, the
    number of directors closest to one-third shall retire for the first
    year. For the second year after the registration of the company, the
    retirement shall be selected by drawing lots. In subsequent years,
    the director who has held office longest shall retire.

-   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 68; of Public Limited Companies Act BE.2535

4)  Removal by a resolution of the shareholder meeting of not less than
    three quarters of the number 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.

5)  Removal by a court order.

-   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 68 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 months. The substitute director shall hold office only for
    the remaining term of office of the director whom he or she
    replaces. The resolution of the board of directors shall be by a
    vote of not less than three-quarters of the number of directors
    remaining.

Power and Obligation of the Board of Directors

  1 To supervise and manage in order to make sure that the operations of
  the company are in accordance with the law, the objectives and
  Articles of Association of the company as well as the resolution of
  the Shareholders’ Meeting, and to protect the company’s interest based
  on good corporate governance.

1.  To establish the policy and operation direction of the company and
    to supervise the management to operate as approved plan.

2.  To make the arrangement of the Shareholders’ Meeting as an Annual
    Ordinary Shareholders’ Meeting within 4 months as from the end of
    the fiscal year of the company and the arrangement of the
    Shareholders’ Meeting as an Extraordinary Shareholders’ Meeting when
    necessary.

3.  To hold the Board of Directors’ Meeting every three months and not
    less than half of the directors will attend the meeting. The
    resolutions of any meeting of directors are decided by the majority
    of votes, in case of an equality of votes, the chairman has a
    casting vote.

4.  To make an arrangement of the balance-sheet and the profit and loss
    statement as at the end of the fiscal year of the company in order
    to present to the General Ordinary Shareholder’s Meeting to
    scrutinize the balance-sheet and the profit and loss statement, and
    the Board of Directors shall have the auditor to finish the auditing
    prior to the presentation to the Shareholders’ Meeting.

5.  To assign the power of management to the Managing Director to carry
    out the business of the company including the power to appoint or
    remove the staff of the company as well as the fixing of the
    remuneration.

6.  To scrutinize and approve the annual budget for investment and for
    business operation of the company.

7.  To implement the internal control and internal audit including
    financial control system, operation and to supervise the performance
    as well as risk control and risk management.

8.  To make an arrangement of financial information report, information
    and general information important for the shareholders properly,
    completely and sufficiently together with the verification of the
    report.

9.  A director must not, without the notification to the general meeting
    of shareholders prior to the appointment, undertake commercial
    transactions, nor he or she be a partner or a shareholder in another
    juristic person of the same nature as and compete with that of the
    company.

10. The director who has a special interest in the contract entered with
    the company or the increase or decrease of the shareholders or of
    the debentures of the company, must notify the company without
    delay.

The Power and Obligations of Executive Directors 

1.  To establish the strategic directions and business operation with
    highest effectiveness and efficiency.

2.  To evaluate and to scrutinize the investment project and annual
    budget in order to be approved by the Board of Directors.

3.  To sign in the documents binding on the company as appointed by the
    Board of Directors.

4.  To consider and approve the executing of forward contract as risk
    management of currency and foreign exchange.

5.  To allot the resources and recruit the personnel of potential for
    the highest benefit of the company.

The Power and Obligations of Audit Committee 

An audit committee has the duties as delegated by the Company’s board of
directors, as follows:

(1) to review the Company’s financial reporting process to ensure that
it is accurate and adequate;

(2) to review the Company’s internal control system and internal audit
system to ensure that they are suitable and efficient, to determine an
internal audit unit’s independence, as well as to approve the
appointment, transfer and dismissal of the chief of an internal audit
unit or any other unit in charge of an internal audit;

(3) to review the Company’s compliance with the law on securities and
exchange, the Exchange’s regulations, and the laws relating to the
Company’s business;

(4) to consider, select and nominate an independent person to be the
Company’s auditor, and to propose such person’s remuneration, as well as
to attend a non-management meeting with an auditor at least once a year;

(5) to review the Connected Transactions, or the transactions that may
lead to conflicts of interests, 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, and to disclose in the Company’s annual report, an audit
committee’s report which must be signed by the audit committee’s
chairman and consist of at least the following information:

(6.1) an opinion on the accuracy, completeness and creditability of the
Company’s financial report,

(6.2) an opinion on the adequacy of the Company’s internal control
system,

(6.3) an opinion on the compliance with the law on securities and
exchange, the Exchange’s regulations, or the laws relating to the
Company’s business,

(6.4) an opinion on the suitability of an auditor,

(6.5) an opinion on the transactions that may lead to conflicts of
interests,

(6.6) the number of the audit committee meetings, and the attendance of
such meetings by each committee member,

(6.7) an opinion or overview comment received by the audit committee
from its performance of duties in accordance with the charter, and

(6.8) 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

(7) to perform any other act as assigned by the Company’s board of
directors, with the approval of the audit committee.

Summary of Significant Transaction Approved

  ------------------------------------- ---------------- -----------------
  Transaction approved                  Board of         President and
                                        Directors        Managing Director

  1. Approval for purchasing and        Above 40 Million Less than 40
  procurement per transaction           Baht             million baht

  2. Approval for sale of inventories,  Above 40 Million Less than 40
  and fix assets per transaction        Baht             million baht
  ------------------------------------- ---------------- -----------------

  Balanced composition of Directors who are not management

  The company’s Board consists of 12 directors

2 Executive Directors namely ;

-   Mr. Metha Trillit

-   Dr. Viwat Trillit

 7 Non-Executive Directors namely ;

-   Mrs. Wantana Pojanalai

-   Mr.Chaovuth Pojanalai

-   Mr. Suvit Vesaratchawest

-   Mr.Chaovuth Pojanalai

-   Mr.Surachai Cheongvivatkit

-   Ms.Ratchanee Trillit

-   Mr. Sahai Supsoontornkul

-   Mr.Nishizawa Masahiko (Resigned on February 1, 2010)

  3 Member of Audit Committee namely ;

Mr.Lertchai Leelayonkul : A qualified audit committee with accounting experiences to perform review of financial statements of the company. 

-   Mr.Chaiwat Chandarasirvongs

-   Dr.Chongrak Prichanont

Aggregation and Segregation of Positions

The Chairman of the Board of Directors comes from the major shareholder
group which holds 36.64 % of total shares.

The Chairman and the managing director are not the same person. All work
and administration must have the approval from the board which comprises
representatives of various major shareholder groups and includes the
auditing committee which helps to re-examine and provide a
counter-balance

(3) Executives’ Remuneration

  Remuneration for directors : There is no remuneration committee. The
  remuneration of directors was considered by the board of directors and
  was approved in 2009 shareholders’ meeting as follows :

-   The Board of directors of 12 persons received meeting allowances at
    7,000 Baht/meeting while board member representing Sojitz Corp.
    declined meeting allowance.

  Chairman of audit committee’ remuneration 20,000 baht/month totaling
  240,000 baht.

  Member of audit committee’s remuneration 10,000 baht/month totaling
  120,000 baht per person.

  Meeting Allowance for audit committee members at 3,000 Baht/meeting
  totaling 36,000 baht.

  Signatory Director, Mr.Wantana Pojanalai’s remuneration 15,000
  baht/month totaling 180,000 baht.

  Total remuneration for 12 directors in 2009 was 1,080,000.00 baht

Remuneration for managements : The remuneration was set in line with the
industry and in accordance with the policy set by directors based on
company and individual performance.

- Managers received 14,266,183.27 baht which includes salary,
commission, bonus, car expense, social security expense, life, accident
and health insurance, and provident fund.

Other remuneration

-   None

(4) Good Corporate Governance

Corporate Governance Policy

The company’s Board of Directors is aware of the importance of Corporate
Governance in increasing operational transparency and shareholder
confidence, creating thorough management and acting with caution for the
greatest benefit, and which can be subject to auditing. The company is
steadfast in its aim to undertake business for the satisfaction of
shareholders and provision of good return on a continuous and secure
basis.  The company holds a general shareholders meeting in which there
is a quorum and participants take part in considering various agendas
and acknowledge operational results. The company realizes the right of
shareholders to receive correct, sufficient, immediate and equal
information. In 2009 the company conduct annual general meeting of
shareholders on Thursday 9, April 2009. Therefore, the company prepares
documents and details which shareholders should have knowledge of, and
gives these to shareholders for their consideration at least 14 day
before the meeting. In the event the shareholder cannot attend the
meeting, the company includes a documentary consent of representation
together with the invitation to the meeting. With this documentary
consent of representation, the shareholder can give power of attorney
to another person or a member of the audit committee, to attend the
meeting and exercise right to vote according to the wishes of
the shareholder. Registration procedure is opened at least 1 hour before
the meeting time.

In voting, one share is equally entitled to one vote. For any connected
transaction agendas, interested shareholders will be informed to abstain
from voting.

In addition, the company makes a complete and correct record of the
meeting, which can be checked by shareholders.

Equitable Treatment of Shareholders

The company holds a general shareholders meeting at a location where it
is convenient for directors, executives, and shareholders. Before each
meeting, the company prepares documents and these are assigned
to Thailand securities depository company limited which then undertakes
to send the meeting agenda and documents for prior consideration, as is
stipulated by stock exchange regulations. Directors, the Audit Committee
and managements attended the general shareholders’ meeting held in 2009
in full force. The Chairman of the meeting gave shareholders equal
rights and freedom to ask questions and express views and voting
procedure was clearly explained. The chairman also announced number of
votes; approve, disapprove and abstain from voting. The auditor and
legal advisor also observed the meeting.

Shareholders will be able to propose any agendas to the board for
consideration before February of every year by mail, fax or e-mail :
auditcom.pato@gmail.com. The company has made an announcement to
shareholders to propose agendas or nominate director through website of
the SET on December 14, 2009.

Conflict of interest

- The Board of Directors has received knowledge of items with conflict
of interest, and related items. These have come under careful
consideration. Besides, stock market regulations concerning the
revelation of such items have been adhered to. In 2009, as required by
Section 89/14 of the Securities and Exchange Act, all directors and
managements are to submit their first report on interest of Directors,
Executives to Chairman of Audit committee and Chairman of the Board of
Directors to sign for acknowledgement. The reports must be submitted for
every change. The Company secretary will be responsible for the filing
of the report.

Role of Stakeholders

The company attaches importance to all affected groups, including
employees, customers, competitors, commercial creditors , environment
and society.

Employees :  The company emphasizes unity among employees, working
together in a peaceful and facilitating atmosphere, and gives employees
the opportunity to develop their potential and to utilize their
knowledge and ability to help in creating progress for themselves and
the company. The company provides reasonable and fair compensation and
fringe benefits to the employee for example annual check up, health and
life insurance, transportation, hygienic canteen with fair price and
free rice, sport facilities, bonus, hardship allowance, annual party and
excursion, and provident fund. For security reason, the company has
established Safety, Occupational Health and Environment Committee to
regularly control safety such as heat, light, and sound including
machineries survey and maintenance.

  Customer :  The company manufactures quality and standard products
with a fair price. In this regard, the company joined a core group to
help push for the Project for Manufacturing of Quality Products under
the Thai Crop Protection Association. The products must pass standard of
the Office of Agricultural Regulation, Ministry of Agriculture and
Cooperatives. The company researches for more products to suite
geographic conditions, climate, and which are disease-controllable with
regard to insects and weeds, so as to increase production for farmers.
At the same time, through the help of a work team with high knowledge
and experience, the company also emphasizes providing knowledge
and correct product type usage and correct and method of usage, for the
safety of both farmers. The team will also report any complaint from
customers every month.

Competitor : The company treats competitor as per normal practice and
follow frameworks according to law. The company has never got into any
legal case with competitors.

Commercial Creditor : The company complies with all trade agreements
made with creditors and also makes on time payment.

  Environment:  As all sides attach importance to the environment, the
production base has thus been moved to the Bangpoo Industrial Estate,
with cooperation given to all sides of government and private sectors.
Cooperation is given by strictly adhering to related conditions and
regulations regarding Safety, Occupational Health and Environment. The
company hire a professional company to handle wastes and pollutants.

Moreover, the company realizes the danger of incorrect usage of chemical
substances and types, and has thus always undertaken to provide
knowledge to all parties. It has also undertaken research to find
products that least affect the environment while at the same time
effectively increase production for farmers.

Social : The company is attentive to social by supporting social
activities. Major activities include :

Lunch for students in Wat Uthai Tharam School

Scholarship for Graduate School, Mahidol University

  Preparing presents for children on Children Day at Jamjan Vitaya
  School and Uthai Tharam School

Association of Physically Handicapped of Thailand

Special Education Center of Pathumthani.

Voluntary Camp for University Students

In addition, the company encourage employees to participate as volunteer
to teach English for students at Wat Uthai Tharam School during lunch
time on weekday and special Saturday classes.

The company provides complain channel for stakeholders through audit
committee by mail to Audit Committee, Pato Chemical Industry Plc. Pato
Building, 3388 New Petchburi Rd. Bangkapi, Huaykwang, Bangkok 10310, Fax
02 3180367 or e-mail : auditcom.pato@gmail.com

Internal control and auditing system

The company places importance on efficient control at both the
management level and operational level. There is supervision to ensure
that company assets are used for to bring in benefit and there is
separation of duties for work executors, monitoring people and those
undertaking evaluation. This is to ensure that a balance is created and
there is appropriate check and control. In addition, there is also
internal control concerning finances, and the company has set a system
whereby a financial report is presented to administrators in each
responsible department and adhere to written regulation set. The
internal auditing division must report their findings directly to the
audit committee.

  Board of Directors report

The company’s Board of Directors is responsible for the balance sheet of
the company, and for financial information appearing in the annual
report. The said balance sheet is prepared under an accounting standard
certified throughout Thailand, with an appropriate accounting balance
that has been practiced on a regular basis chosen, and prepared with
utmost consideration and estimation. Sufficient key financial
information is also provided in remarks included in the balance sheet.

The Board of Directors has seen to it that effective internal control
system is maintained, so that there is good reasonable confidence that
the recorded financial information is correct, complete and sufficient
enough to maintain assets and to be aware of weak spots in order to
prevent corrupt or dubious practices.

For this reason, the company’s Board of Directors has appointed an Audit
Committee which comprises Directors not dealing in management and who
are responsible for quality of financial reports and internal control.
The views of the Audit Committee on these matters appears in the report
by the Audit Committee, which is shown in the annual report.

The Board of Directors views that the company’s overall internal control
system is at a satisfactory level and is able to create good reasonable
confidence in the consolidated balance sheet for the company as at
December 31, 2009.

(Mr.Metha Trillit)

President

Investor Relations

The Board of Directors places importance on presenting correct,
complete, transparent and thorough information in financial reports and
in the presentation of general information, as well as vital information
concerning company assets. The various information is disseminated via
stock market channels and communications. The company has not yet
established an investor relations work unit , but has assigned
Mrs.Parichart Manuthasna, the Office Manager and Company Secretary, to
undertake contacts with institutional investors, shareholders and as
well as analysts and related government sectors. Investors can contact
for more information at Tel 0-2318-0360-9 ext 118 or e-mail :
pato2@cscoms.com

  Work ethics

  The company has come out with a written code of ethics for the Board
  of Directors and employees, to serve as a guideline for those
  concerned in executing their duties with honesty. The company also
  holds staff meetings on a regular basis.

  Code of conduct for Directors of Pato Chemical Industry Plc.

1.  Conduct their duties honestly and with integrity, comply with all
    laws, the objectives and the articles of association of the company,
    and the resolutions of any shareholder meetings in goods faith, and
    with care to preserve the interests of the company.

2.  Implement and direct the company’s policies, as well as monitor and
    supervise its operations to maximize economic value and
    shareholders’ wealth.

3.  Ensure management’s accountability to shareholders: preserve their
    rights and interests, clearly and fully disclose information.

4.  Determine to carry on the business continuously.

5.  Continuously follow and monitor the business performance and
    operations of the company according to its law and regulations.

6.  Avoid any other positions or jobs that may lead to conflicts of
    interest.

 Code of Conduct for Employees of Pato Chemical Industry Plc.

Managers and employees should demonstrate their commitment to this code
by maintaining a workplace environment that require compliance with the
code. The code of conduct is not possibly inclusive for all situations
which may arise. In the event that employees run into the situations
which have not been described herewith please rely on each employee’s
good sense of what is right and also seek guidance from supervisors for
appropriate course of conduct.

1.  Perform their duties with responsibility and honesty.

2.  Increase knowledge and experience to promote integrity and personal
    growth and ability to perform more effectively and efficiently.

3.  Must be polite, considerate and maintain good relationships with
    colleagues, must not conceal any information necessary for the
    colleague to execute his/her duties, and must try to become well
    adjusted to work in harmonious relationship with others.

4.  Maintain and promote unity among colleagues and legitimately assist
    each other of the company operational benefit as a whole.

5.  Treat subordinate fairly and compassionately, groom and develop
    subordinates for their career advancement by imparting work related
    knowledge, training and providing them with opportunities to
    increase knowledge and experience.

6.  Listen to supervisor’s opinion and recommendations relating to work,
    and deliberate on applying them to benefit company’s operations.

7.  Refrain from unethically seeking position, merit or benefits from
    supervisors or others.

8.  Must not utilize company’s information or news which have not yet
    been disclosed to the public that may be material to the company’s
    share price, to seek profit or benefit from trading of company
    stock, directly and indirectly.

9.  Avoid accepting materials, money or other benefits from individuals
    doing business with the company that may influence the business
    decisions they make on behalf of the company, except on traditional
    events or to maintain normal business relationship; however the cost
    must not be overly expensive or immoderate.

10. Keep company’s confidential information which may damageable the
    company by preventing any document or information from falling into
    the hands of outsiders.

11. Be very careful when expressing opinions to outsiders on issue that
    may detrimental to the company’s image and reputation.

12. Avoid disclosing other employees’ personal or work related
    information, and avoid any criticism that may be detrimental to the
    employee or to the company’s image and reputation.

13. Refrain from gambling, drugs, and any other behave that may damage
    personal and the company’s honor and reputation.

14. Protect the company’s property from loss, damage, misuse and
    cautiously use the company’s property in a way that maximizes
    company benefit, and must not use the property for personal benefit.

15. Perform their duties with concern about impact on health and safety
    of own self , others, and environment.

 (5) Protecting against the use of insider information

The company has a policy and method to prevent company executives from
using the company’s inside information for personal gain or for the
purchase of securities before the company’s financial statement is
disclosed to public. Anyone with no responsibility with compiling the
financial statement will have no access to information in the financial
statement until that financial statement is officially released to the
public. Moreover, all executives and personnel must immediately report
to the company secretary of any changes or additions to the securities
they hold, so that this information is each time reported to the
Chairman of the Board.

(6) Personnel

Total Number of Employees as of 31 December 2009 was 191.

79 employees were in operating department and 112 were in manufacturing
department.

There has been no significant change of number of employees.

Total remuneration for all employees

Remuneration includes salary, bonus, commission, car allowance, provident fund, social security welfare, Insurance and social security welfare for 2009 is 66,303,463.40 baht.

Personnel Development Policy

- The company arranges training and seminar programs to develop
knowledge and skills for employees at the working place every year

- The company encourages employees to attend training and seminar
arranged by various organizations to update their knowledge and skills
and equip themselves for career progression.