Management Structure

The company comprises of

-   Board of Directors

-   Audit Committee

-   Management Team

Board of Directors

There are 10 directors on the Board of Directors of the company (consist
of 7 independent directors) as on 31^(st) December 2004. Any two
directors signing jointly with company’s seal is required in order to
execute company documents

List of Board of Directors (As on 31^(st) December 2004) 

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

  1.Mr. Kumar Mangalam Birla        Chairman

  2.Mrs. Rajashree Birla            Director

  3.Mr. S.S. Mahansaria             Independent Director

  4.Mr. R.K. Rathi                  Independent Director / Chairman of
                                    Audit Committee

  5.Mr. Prakit Pradipasen           Independent Director / Audit
                                    Committee member

  6.Mr. Deepak Mittal               Director

  7.Mr. Rajinderpal Singh           Independent Director
  Thakralbutra                      

  8.Mrs. Rachani Kajiji             Independent Director

  9.Mr. Arvind K. Newar             Independent Director

  10.Mr. Sachin Jitendra Mehta      Independent Director / Audit
                                    Committee member
  --------------------------------- -------------------------------------

Duties & Responsibilities of Board of Directors

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

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

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

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

Appointment of Directors

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

  a.) One shareholder shall have one vote for each share

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

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

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

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

Criteria for Independent director selection

  Independent directors are directors who do not manage the company or
  any of subsidiaries companies, are independent from the management and
  significant shareholders, hold shares not more than 5% and have no
  business or other relations with the company, which could influence
  the independence of their expression of views. The qualification of
  independent director hold the same standard as the qualification for
  membership of the audit committee in accordance with Notification of
  the Stock Exchange of Thailand Re: Qualification and Scope of work of
  the Audit committees (No.1) 1999.

Audit Committee

The company’s shareholders on recommendation of board of directors have
reappointed the audit committee in April’03 for further period of 3
years consist of following 3 independent directors.

1. Mr. R.K. Rathi : Chairman

2. Mr. Prakit Pradipasen : Member

3. Mr. Sachin Jitendra Mehta : Member

Duties & Responsibilities of Audit Committee

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

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

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

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

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

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

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

Management team

The company’s management team comprises of 7 persons as on 31^(st)
December 2004 as per the details below

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

  1. Mr. S.Srinivasan                 President

  2. Mr. Rajiv Gupta                  Senior Vice President (Marketing)

  3. Mr. H.S.Vyas                     Senior Vice President (Engineering)

  4. Mr. P.K.Sipani                   Senior Vice President (Commercial)

  5. Mr. Bipul Sinha                  Senior Vice President (Production)

  6. Mr.Atul Badwe                    Asst.Vice President (Marketing)

  7. Mr.Pawan Jain                    Asst. Vice President (Commercial)
  ----------------------------------- -----------------------------------

Duties & Responsibilities of the Management

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

Remuneration

1.Remuneration to Directors for the year 2004

a.) Cash Benefits

+-----------------------+--------------+------------+-----------------+
| Name                  | Board of     | Director   | Remark          |
|                       | Director     |            |                 |
|                       | meeting      | Meeting    |                 |
|                       | attendance   | fees only  |                 |
|                       |              |            |                 |
|                       | (Times)      |            |                 |
+-----------------------+--------------+------------+-----------------+
| 1.Mr. Kumar Mangalam  | 0/4          | -          | Being foreign   |
| Birla                 |              |            | Director        |
+-----------------------+--------------+------------+-----------------+
| 2.Mrs. Rajashree      | 0/4          | -          | Being foreign   |
| Birla                 |              |            | Director        |
+-----------------------+--------------+------------+-----------------+
| 3.Mr. S.S. Mahansaria | 4/4          | 100,000    |                 |
+-----------------------+--------------+------------+-----------------+
| 4.Mr. R.K. Rathi      | 1/4          | 35,000     | Being foreign   |
|                       |              |            | Director        |
+-----------------------+--------------+------------+-----------------+
| 5.Mr. Prakit          | 4/4          | 130,000    |                 |
| Pradipasen            |              |            |                 |
+-----------------------+--------------+------------+-----------------+
| 6.Mr. Deepak Mittal   | 4/4          | 100,000    |                 |
+-----------------------+--------------+------------+-----------------+
| 7.Mr. Rajinderpal     | 4/4          | 100,000    |                 |
| Singh Thakralbutra    |              |            |                 |
+-----------------------+--------------+------------+-----------------+
| 8.Mrs. Rachani Kajiji | 4/4          | 100,000    |                 |
+-----------------------+--------------+------------+-----------------+
| 9.Mr. Arvind K. Newar | 0/4          | -          | Being foreign   |
|                       |              |            | Director        |
+-----------------------+--------------+------------+-----------------+
| 10.Mr. Sachin         | 4/4          | 130,000    |                 |
| Jitendra Mehta        |              |            |                 |
+-----------------------+--------------+------------+-----------------+

b.) Other Benefits - Nil

2. Remuneration to Senior Executives

1. Cash Benefit (includes salary, allowances and bonus) 16,737,763-Baht

2. Other Benefits None-

Personnel

Manpower structure as on 31.12.2004

  ----------------- ----------------- ----------------- -----------------
                    Officers /Staff   Worker            Total

  Factory           176               84                260

  Head office       21                -                 21

  Total             197               84                281
  ----------------- ----------------- ----------------- -----------------

-   These has been no significant change in no. of employees during the
    year 2004

-   Total remuneration and benefits to all employees for the year 2004
    is Baht 194 million for salary wages, bonus, over time, medical
    expenses, social security welfare etc.

-   The company gives very high importance for the all round development
    of all the employees and prepares a detailed training plan and skill
    inventory for each employee based on his / her need and functional
    responsibilities for the full year and the same is monitored closely
    by Training Department and the department managers. The company
    organizes training of employees both by internal & external
    faculties and also send employees to various Institutes
    /Associations both in Thailand and aboard. The company provides
    training on safety, environment control, functional topics,
    technical matters, general management leadership, strategic
    planning, team building, balance scorecard, enhancement of
    performance, cross functional and multiskills

-   

Thai Carbon Black Public Company limited (TCB), which operates the business under the supervision and guidance of the Board of Directors, strongly intends to carry out the business to benefit all stakeholders. The Board of Directors set the guiding principles of doing business with the adherence to the good corporate governance concept as follows.

1.  Corporate governance policy

The Board of Directors have well recognized the importance of Good
Corporate Governance practices and its implementation and adopted a
policy to ensure that corporate business is conducted in accordance with
high standards of Corporate Governance with legally and ethically
accepted corporate practices. The Board has given due important to
follow the code of best practices as laid down by the Stock Exchange of
Thailand

The Board of Director’s approved a policy of good corporate governance
as follows:

Thai Carbon Black Public Company Limited recognizes the importance of
good corporate governance including the paramount role that it plays in
the sustainable growth and the effective operation of the Company. The
Company is therefore committed to doing business in compliance with
Securities and Exchange Law, Rules and Regulations of the Stock Exchange
of Thailand, Related Business Laws, Regulations of the company, Code of
Best Practice for Directors of Listed Companies and the Principles of
Good Corporate Governance of the Stock Exchange of Thailand. The Company
is committed for compliance of good corporate governance by adhering to
the following 7 principles:

1.  Rights and Equitable Treatment of Shareholders and Various Groups of
    Stakeholders

2.  Structure, Roles, Duties and Independence of Directors

3.  Information Disclosure and Transparency

4.  Internal Control and Risk Management

5.  Company Code of Conduct

6.  Long Term Value Creation to Stakeholders

7.  Promotion of Best Practices

2.  Shareholders: Rights and Equitable treatment

The Board of Directors has a policy to treat all shareholders on
equitable basis. All shareholders have the same fundamental rights
including rights to receive share certificates, transfer of shares,
attend and vote at shareholders’ meetings on all matters including the
matters that the Board of Directors must seek shareholder’s approval,
rights to elect and remove directors and to share profits. The Board of
Directors will facilitate shareholders in terms of meeting dates and
time, meeting location, submission of adequate information in a timely
manner and encourage shareholders to attend meeting to exercise their
voting right at shareholders’ meetings or through proxy to independent
director in case they could not attend including allowing them to
express their views, seek explanation or pose any question freely.

3.  Rights of all stakeholders

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

The senior management of the company regularly meets various stakeholder
groups to understand their views and needs and ensures that the
recommendations of various groups are given due importance and
implemented in the best interest of the company and for the fair and
appropriate treatment to all parties concerned

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

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

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

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

4.  Shareholders’ meeting

The company views the annual general meeting as an important event. With
respect to this, the majority of resident directors and management
attend the shareholders’ meeting and clarify shareholders’ queries. In
2004, the annual general meeting was held on April 29, 2004. the notice
of the meeting as well as the agenda document were delivered to the
shareholders 10 days prior to the meeting date to allow shareholders
appropriate time to study the details of the agenda. The company strives
to provide them with company’s information by way of an Annual Report
both in Thai & English language. The company also advertised the notice
of the meeting in Thai daily newspaper for three consecutive days during
21-23, 2004. In such meeting, the number of shareholders attending the
meeting in person and by proxy totaling 225,264,430 shares or 75.09% of
the company’s paid-up capital. The company always conducts the
shareholder’s meeting in just and equitable manner by giving equal
opportunity to all the shareholders groups including minority
shareholders and encourages shareholders to participate in the meeting
and the senior management talks personally with small shareholders to
know their views about the company performance and for improvement.

5.  Leadership & Vision

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

The Board of Directors aims to maintain a management team endowed with
knowledge, ability, professionalism, a system of good corporate
governance and efficiency for placing the Company’s operations on a
solid foundation basis, and for enhancing competitive capacity both in
the present and in the future. The goal of management is to produce
sustainable growth, which will lead to the end result of value added to
the company’s stakeholders and the society as a whole

The Board of directors ensures through the management team that the
company’s business is conducted in line with the committed vision,
mission, code of conducts, with regard to internal and external risks,
good corporate governance principle, business plan and budget of the
company annually.

The Board of Directors support and guide the management team in setting
the directions, objectives, and goals in the corporate plan and annual
business plan as well as providing recommendation regarding the rules
and significant working procedures to ensure that the Company’s policies
are always adhered to and the corporate goals are achieved.

The company has clearly assigned the scope of authority of audit
committee and management in accordance with the company’s organization
structure as well as the operational responsibility of all levels of
staff to ensure adherence to operational plans and policies of the
company.

The company has clearly stated its Vision & Mission as mentioned below

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

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

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

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

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

To sustain the good corporate governance system, the company encourages
directors to attend the courses at the Thai Institute of Directors to
continuously develop their professionalism with the aim to enhancing the
effectiveness of the governance system and to allow the directors to
network with their peers to exchange and update information on corporate
governance.

6.  Conflict of interest

The board of directors takes the following into consideration to prevent
and avoid any conflict of interest.

  - Strict adherence to rules and regulation of the Stock Exchange of
  Thailand, its Articles of Association and relevant laws including
  disclosure of related party transaction.

-   Prevention of the use of inside information by management or
    involved parties for their personal benefit. All directors and the
    management team are prohibited from trading in the company’s shares
    before the release of its financial results to the public.

-   Directors are not permitted to vote or decide on those issues in
    which they may be personally involved.

-   All related party transactions are disclosed in the Annual report as
    well as in the form 56-1. Audit Committee and external auditors also
    review related party transaction to ensure that all such
    transactions are conducted transparently and on an arms-length
    basis.

7.  Business Ethics

The Board recognizes the importance of code of conduct and professional
business ethics of management and officers of the company in conducting
the business and various transactions. The code of business ethics is
used as a guideline in performing their jobs and duties, which all the
officers of the company have signed such code of conduct to ensure that
the same is implemented in company’s day to day business activities in
matters relating to personal integrity as well as in the conduct of
business in relation with all stakeholders

8.  Non- Executive and Independent Directors

Currently the board comprises of 10 directors all of them are non
executive directors with power to inspect and audit. 7 directors are
independent directors and are able to protect interest of all
shareholders, prevent conflict of interest and are able to attend board
meetings to make decision on significant company activities.

9.  Consolidations or separation of office

The chairman of the Board has no relationship with the Management. The
Chairman of the Board is not the same person as the President as the
system is designed to create a check-and-balance system and to separate
the duty in policy supervision from operational management, All
directors are able to express their opinions independently regarding the
operation of the company and are free to make comments about, as well as
object to, any issue, based on their own viewpoints, with no
intervention In 2004, the Board of Directors and management efficiently
oversaw the effectiveness o the company and protected the assets of all
stakeholders.

10. Remuneration for Directors and Management

The remuneration to directors and audit committee members is only the
meeting fee which is appropriate, transparent and in accordance with
company’s Ariticles and Association and as approved by the meeting of
shareholders.

The remuneration for management is determined in accordance to the
policies of the company, which corresponds to the performances of the
company as well as that of each individual and is appropriate to their
position and responsibilities

The amount of fee paid to directors, audit committee and senior
management is separately disclosed elsewhere in the Annual Report.

11.The meeting of Board of Directors

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

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

In 2004, the Board of Directors held 4 meeting. The details of
director’s attendance at the board meetings is as under.

+----------------------+----------------+---------+-------------------+
| Name                 | Position       | Meeting | Remark            |
|                      |                | att     |                   |
|                      |                | endance |                   |
|                      |                | (no.)   |                   |
+----------------------+----------------+---------+-------------------+
| 1.Mr. Kumar Mangalam | Chairman       |   0/4   | Being foreign     |
| Birla                |                |         | director          |
+----------------------+----------------+---------+-------------------+
| 2.Mrs. Rajashree     | Director       |   0/4   | Being foreign     |
| Birla                |                |         | director          |
+----------------------+----------------+---------+-------------------+
| 3.Mr. S.S.           | Independent    |   4/4   |                   |
| Mahansaria           | Director       |         |                   |
+----------------------+----------------+---------+-------------------+
| 4.Mr. R.K. Rathi     | Independent    |   1/4   | Being foreign     |
|                      | Director       |         | director          |
+----------------------+----------------+---------+-------------------+
| 5.Mr. Prakit         | Independent    |   4/4   |                   |
| Pradipasen           | Director       |         |                   |
+----------------------+----------------+---------+-------------------+
| 6.Mr. Deepak Mittal  | Director       |   4/4   |                   |
+----------------------+----------------+---------+-------------------+
| 7.Mr. Rajinderpal    | Independent    |   4/4   |                   |
| Singh Thakralbutra   | Director       |         |                   |
+----------------------+----------------+---------+-------------------+
| 8.Mrs. Rachani       | Independent    |   4/4   |                   |
| Kajiji               | Director       |         |                   |
+----------------------+----------------+---------+-------------------+
| 9.Mr. Arvind K.      | Independent    |   0/4   | Being foreign     |
| Newar                | Director       |         | director          |
+----------------------+----------------+---------+-------------------+
| 10.Mr. Sachin        | Independent    |   4/4   |                   |
| Jitendra Mehta       | Director       |         |                   |
+----------------------+----------------+---------+-------------------+

12.Sub- Committees

The Audit Committee

The Audit Committee is comprised of three independent directors whose
responsibilities are to review the company’s financial statement; assess
adequacy of the internal control and risk management system and the
compliance with relevant laws, rules and regulations; to consider, and
propose for appointment of auditors and recommend their fee, review the
company’s disclosure of information in case of connected transaction or
transaction that may lead to conflict of interest to ensure accuracy,
completion and transparency; examine major risk management measures and
if appropriate, recommend the management to review these measures.

The Audit Committee functions under the overall guidance and supervision
of Board and conducts its meeting at least once every 3 months and
present its activities by way of minutes of meeting to the Board every
quarter. During the year the committee held 4 meetings. A separate
report of the audit committee to shareholders is also published
elsewhere in this annual report.

13.Internal control systems and risk management

The company places utmost importance on the system of internal control
and internal audit for optimal performance and transparency of
operations, reduce risk and to prevent or reduce losses that may occur
to its operations.

The objective is achieved by setting up clear and documented internal
control system and framework and it covers all aspects of company’s
operation and compliance of various laws, rules and regulations.

Board has entrusted Audit committee for supervision and to oversee the
implementation of internal control systems and by engaging the internal
audit team who reports directly to audit committee on such matters of
control amd prevention and about their internal audit activities along
with recommendations for improvement in the systems. The above framework
helps to achieve independent control and ensures that the main
operations and important financial activities of the company are
conducted according to the laid down policies, and rules and regulations

14.Relations with the investors

The Board of directors is well aware of the importance of the
relationship with investors in connection with providing them with both
financial and non-financial information that is accurate, complete,
transparent and comprehensive. This information is of importance to
investors, shareholders, analysts and the public to aid them in making
the right choices.

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

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

During 2004, the company has participated in SET opportunity day
organized by Stock Exchange of Thailand and also organized the company
visit for shareholders including minority shareholders to provide first
hand information about company performance. In these forums the company
has made presentations to research analysts, shareholders, investors,
SET officers, Thai investor association officials etc to show company’s
performance and provide an opportunity for exchange of ideas, opinions
and clarifications on any issue raised during such discussions.

The Corporate Finance department has been assigned with the job of
investor relations and Mr. Pawan Jain / Ms. Phansachol Kusolputchong can
be contacted at 02-253-6745-54 ext. 2340 / 2341 or at email :
pawanjain@thaicarbon.com, phansachol@thaicarbon.com for any information
or clarifications.

15.The Board’s responsibilities for financial statement

The management of the company is responsible for the financial
statements and financial reporting contained in the Annual Report. The
financial statements are prepared in accordance with generally accepted
accounting principles, (GAAP) in Thailand using appropriate accounting
polices consistently and includes careful judgment and best estimates of
management. Important information is adequately disclosed in the notes
to financial statements. The management is also responsible for
establishing and maintaining effective internal control system for
financial reporting and safeguarding of company’s assets.

The Board complies its responsibilities for quality of company’s
financial statements and the adequacy of the internal control systems
primarily through its Audit Committee, which consists of independent
directors and through the management

The Audit Committee and the management of the company has also reported
to the Board that the Company has properly recorded and compiled the
financial and operational results of the Company. The Company also has
in place appropriate internal controls and risk management system to
protect its asset and interest of all its stakeholders and any
irregularities in its day to operations.